Code Nova: Fight For Justice
by Doomsday91
Summary: After the events of Code Nova the Lyoko Warriors search for Bill and Xana finds some new allies calling for the Lyoko Warriors to get new allies themselves. The fight for Earth, the Lyoko Warriors and Bill's destinys are on the line in a supercharged figh
1. Lonely Boy

**Disclaimer: I do not own Code Lyoko or anything in the DC Comic universe.**

**Guest Starring: Green Arrow and Brainiac**

**Code Nova: Fight For Justice**

**Lonely Boy**

Xana, a terrible virus created by a scientist named Franz Hopper, who also created the virtual world known as Lyoko started a plot to take over the world. It started as five teens joined together to fight the evil virus. Once it became to tough for them, they brought a sixth member into their group to help. After he became possessed, a new kid from the future came to help them.

Xana was finally defeated but after a young girl turned the supercomputer back on a series of events that sent them to the past has happened re-releasing the virus upon the world. During a huge final battle the teens thought they destroyed Xana again, however he escaped and they were still in the past.

At an abandoned factory down deep below the ground a boy with blonde hair, wearing glasses, a brown shirt and kaki pants sat in front of a computer screen.

"If Xana escaped from Lyoko and the network then where did he go?" the boy wondered.

The elevator squeaked as it came down to the Computer Lab. When it opened a pink haired girl wearing pink pants a purple dress-like shirt and a blonde girl wearing a blue t-shirt and white baggy pants walked off into the lab.

"Did you find anything, Jeremy?" the pink haired girl asked.

"No, Xana has completely disappeared from the Super Scan." the haired glasses wearing boy replied.

"What about Bill? Have you picked him up?" asked the blonde haired girl.

"Well, I've picked up his DNA in the network but there's no body there." the boy explained.

"How can his DNA separate from his body?" asked the pink haired girl.

"That I'm not quite sure. It may have had something to do with the code he entered into the tower." answered Jeremy.

"So, is it safe to assume that he's still alive?" the blonde girl asked.

"No." Jeremy stated receiving a silence from the two girls.

--

Somewhere in the United States in a large city, a boy with black hair, a red shirt, jeans and wearing a black jacket over his red shirt sat in a dark alley by himself completely oblivious of who he was.

He saw a couple of men coming towards him with masks over their faces.

"What do you guys want?" he asked as he got up to his feet.

"Give us everything valuable you have." the one man answered.

"I don't have anything valuable." the boy replied.

"Sure you don't kid. Now give us everything you have." the other man ordered.

"Leave the kid alone." a voice demanded.

The men looked up to see a guy in green leather with a hood covering his head, glasses covering his eyes and a bow on his back.

"Who are you?" one of the men asked.

"Your worst nightmare." the green leather wearing man answered as he landed on the ground.

"Get him!" the men said as one swung for a punch, the leather wearing man ducked and elbowed him in the back of the head.

The other man punched the dressed up crusader but was caught by the green dressed man who punched the man in the gut then followed it up with a backhand knocking the guy down.

The green leather wearing man turned around to face the other one finding him with a gun to the face of the young boy.

"Let him go." ordered the green wearing man.

"And what if I don't?" the masked man asked.

The boy's left hand filled with electricity as he brought his hand to the guy's face.

"This." the boy replied as the man was electrocuted.

The man's partner got to his feet. "I'm out of here." he said as he started to run away.

The green leather wearing man pulled out his bow and arrow. "Not so fast." he replied shooting the arrow into the guy's back giving him an electric shock.

The boy walked over to the leather wearing man. "Thanks."

"No problem. I was only trying to help. How'd you do that anyway?" the man with the bow and arrow asked.

"I don't know." the boy replied.

"Why don't you come with me? I'll give you anything you want." the green leather man offered.

"Um, ok." the black haired boy answered.

--

In the dorms of Kadic Academy four teens sat in the room of one Odd Della Robbia and Ulrich Stern.

"What are we to do now that we can't find Xana and we're stuck in the past?" asked a boy with shaggy hair.

"That's a good question, William. But with that and the fact that Jeremy can't find Bill I couldn't tell you what we're going to do." a Japanese girl replied.

"Bill was the one that kept our group ahead of the game." a boy wearing a brown jacket and cargo pants stated.

"Yeah, Bill was a great guy. And now we'll probably never see him again." a purple wearing boy added.

"Don't tell Nova that. She's been taking it hard enough." the black wearing girl said sitting next to the boy with the brown jacket.

"What do you think Xana did with Nova's dad and Rob?" Stern asked.

"Now that Nova's dad is completely influenced by Xana and Rob was captured he probably did the same thing that happened to me." William replied.

--

Somewhere in the South Pacific at a production plant inside workers worked endlessly on computers.

"Doctor." an assistant called.

"Yes." the Doctor answered.

"Our boss is on his way." the assistant explained.

"How long until he gets here?" the Doctor asked.

"Two hours." the man answered.

"Hurry, get the work done." the Doctor ordered.

On all of the computer screens a weird looking eye appeared shutting down communications.

--

Deep in the slums of an entire society of poor people a man walked by himself. He had brown hair and was dressed a little better then the others. He felt something somewhere inside his mind.

"It's still activated. I must find the source of this computer virus. It may be able to help." the man said as he sped away faster than any normal human.

**A/N: I'm back and the sequel has begun. I know I said September 5****th**** but I don't think you guys will mind if I start a few months early. I was ahead of writing where I planned to be so I decided to start early. What a place for Bill to end up and how will he fit in with this savior? Can the Lyoko Warriors find him? This is the beginning of what might possibly be the most action packed Code Lyoko Story of all time. So until next update.**


	2. Allies

**Disclaimer: I do not own Code Lyoko or anyone in the DC Universe.**

**Allies**

**Guest Starring: Oliver Queen/ Green Arrow, Victor Stone, Arthur Curry, Bart Allen, Brainiac and Lex Luthor.**

In some big city, a huge clock tower sat somewhere in the middle. Inside the clock tower sat three people working on computers.

One was a young man with hair that covered his ears, jeans and a red hoodie, another man had short hair and was wearing green shorts and an orange shirt with green sleeves and the third man was African American, bald and was wearing black pants and a purple and black shirt.

"When's Oliver going to be back?" the young man wearing a red hoodie asked.

"Whenever he's done patrolling the city." the man wearing orange and green answered.

"Which is right now." said a man wearing green leather who was walking in with a boy.

"Who's the kid?" asked the man wearing purple and black.

"He was amnesia. He doesn't remember anything." the green archer replied.

"Ah!" the boy said holidng his head.

"What's wrong?" asked the green leather wearing man helping the boy to stay standing.

**Flashback…**

The boy with the red shirt wearing a black jacket and jeans was in a Computer Lab with a pink haired girl, a blonde haired girl, a blonde boy wearing glasses, a boy wearing jeans, a black shirt and brown jacket, a boy wearing purple, a Japanese girl and another boy with brown on.

"Bill." the pink haired girl said.

"Yes, mother." the boy wearing a black jacket answered.

"This is it, the final battle. All we have to do is activate three towers at the same time." the pink haired girl explained.

**End Flashback…**

The boy took his hand away from his head. "My name is… Bill."

The green leather wearing man pulled his hood down revealing dirty blonde hair and then took his glasses off. "I'm Oliver Queen aka, the Green Arrow."

"My name is Bart Allen aka, Impulse." the young man with the red hoodie stated.

"I'm Arthur Curry. You can call me AC or Aquaman." the green and orange wearing man added.

"And that is Victor Stone aka, Cyborg." Oliver said pointing to the purple and black wearing man.

"Hi." Victor said.

"What do you guys do?" Bill asked looking around.

"We protect the world from evil men." Queen answered.

"Just the four of you." said a confused Bill.

"Now the five of us. I mean, if you want. Black Canary is out at the moment." Oliver explained.

"Yo, Bill. What's your ability?" Bart asked.

"I can shoot electricity." Bill answered.

"Good, you can be Spark." Victor said smiling.

"That's a great codename." Queen said walking into another room. "What color do you like?"

"Black." Bill answered.

"You'll like this!" Oliver yelled.

--

At Kadic Academy in the cafeteria Jeremy Belpois, Aelita Stones, Yumi Ishiyama, Ulrich Stern, Odd Della Robbia, William Dunbar and Nova Ishiyama sat together.

"I set the Super Scan to pick up Bill when he uses his powers." Jeremy explained to the group.

"What about Xana, Jeremy?" asked Yumi.

"That was the bad part. If I set it to find Bill, it can't pick up Xana." replied Jeremy.

"We came to the conclusion that right now it is more important to find Bill because he's alone." Aelita stated.

"What are the chances of finding him?" asked Ulrich.

"It's a really low chance that we'll find him." Jeremy replied.

"For your sake you had better find him!" Nova stated slamming her fists into the table.

"Nova, calm down. We want to find Bill just as much as you." Yumi said putting a hand on her cousin's shoulder.

"I'm sorry. It's just killing me inside." the blonde girl said calming down.

"So, Einstein. What do we do if Xana attacks?" asked Odd.

"We'll have to check Lyoko regularly." answered Jeremy.

"Oh." Della Robbia replied.

"Why don't we check now." William said.

"I had Nova and Aelita before we left the factory." said Jeremy.

"Then we'll check tomorrow morning since it will be Saturday." Ulrich replied.

"Then it's settled we'll meet at the factory at 10." Jeremy announced.

--

At an Island somewhere in the South Pacific a jet landed in front of the facility. A bald man wearing a light blue dress shirt, dress pants and a long trench coat stepped off.

"Welcome, Mr. Luthor." a man said as he accompanied the man inside.

"What's wrong with the phone lines? I've been trying to call for 20 minutes." Luthor asked.

"We're not sure. Something is blocking our communications." the man explained.

"Ah, Lex. You're here." the Doctor said relieved.

"So am I." a voice said making the men turn around."

"Milton Fine." Lex said not amused.

"Don't worry, Lex. I come in peace." Fine replied.

"That's real assuring." The last time I saw you, you turned ,e into a super powered freak." stated Lex.

"Lex. This time there's bigger things." Milton Fine said.

"He's right." a maniacal voice announced.

"Who's there?" asked Luthor.

"It's one of the most powerful computer viruses in the world." Fine explained.

"Yes, I am Xana." the voice proclaimed.

"What do you want?" asked Lex.

"Your help. Both of you." Xana answered.

"With what?" Fine asked.

"You two help me get rid of my enemies and I will get rid of the terrorist known as the Green Arrow." explained Xana.

--

In a large city at Green Arrow's home base the group sat talking.

"Where am I? asked Bill.

"Your in Metropolis." Oliver answered.

"So what's the name of our little group?" Bill wondered.

"Most people call us Green Arrow's band of misfits or something like it." Bart replied.

"Oliver." AC called.

"Yeah." Queen answered.

"We just picked up activity at one of Lex's labs in the South Pacific." explained Victor.

"Ok. Everyone suit up. We're going in." Oliver ordered.

"Where are we going?" asked Bill.

"Your about to get your first taste of action." AC replied.

--

Nova sat in her room listening to her ipod while on her bed.

**Nova's P.O.V.**

It's been a long week for all of us. Starting with an attempt to defeat Xana. Of course it had to fail. The Replikas were just too strong to let him die. And then Bill disappears. At least I know he can't die because he's attached to Lyoko.

I hope we find you soon because I miss you. And you better be safe because I'm beginning to snap at people randomly. My anger is finally getting to me. You've turned me into what I've become.

--

Back at Lex Luthor's Lab in the South Pacific Lex, Milton Fine and Xana continued their conversation.

"So you will help me get rid of the Green Arrow's band of misfits if I help get rid of your enemies." Lex stated hoping he heard right.

"Yes." Xana answered.

"What do you want with me then?" asked Milton Fine.

"You are the Brain InterActive Construct also known as Brainiac. I need your help to fix a few problems." Xana explained.

"Very well." Brainiac replied.

"So, who is it that you want us to get rid of?" asked Lex.

"A few kids named Jeremy Belpois, Aelita Stones, Ulrich Stern, Odd Della Robbia, Yumi Ishiyama, William Dunbar, Nova Ishiyama, Nova Ishiyama and Bill Belpois." Xana explained.

"A bunch of kids. But why?" asked Brainiac.

"It is a long story. I don't have time to explain. Lex, may I use your robots to attack right now?" Xana replied.

"They aren't done yet." Lex replied.

"I'll finish them right now." Xana said.

--

On Lyoko in the Desert Sector it was peaceful until a neutral white aura tower changed to a red one.

--

A dark ghost came out of an electrical socket and entered into all of Lex's robots making the Eye of Xana appear.

"Get out of here Lex." Xana ordered.

"Why?" asked Luthor.

"Green Arrow's gang is coming." Brainiac stated.

**A/N: Well isn't that an interesting development. Lex Luthor joining forces with Brainiac and Xana. Bill has become a member of Green Arrow's team but will he be able to help? Looks like a big battle coming already and all forces are at there strongest. Who will survive? Until next update.**


	3. Xana Meets the League

**Disclaimer: I do not own Code Lyoko or anyone in the DC Universe.**

**Guest Starring: Green Arrow, Impulse, Aquaman, Cyborg, Lex Luthor and Brainiac.**

**Xana Meets the League.**

Two miles away from Lex's Lab, in a jet, Green Arrow's team was geared up and ready for action. Green Arrow had his leather green costume with his bow and arrow, Cyborg had a purple and black bodysuit with grey armor, Aquaman was wearing a green and orange bodysuit, Impulse had on a red pants and a leather red hoodie with the hood up and black sunglasses and Bill aka, Spark had a black leather hoodie with the hood up and his own black sunglasses.

"Five minutes to drop out, gentlemen." Green Arrow announced.

"What's the plan? Impulse asked.

"The usual break in and blow up the Lab." Green Arrow replied. "Here take this, Spark."

"What's this for?" asked Bill taking the headset that goes in his ear.

"So you can keep in touch." Aquaman answered.

"Ok." Bill said putting the headset in his ear.

--

At Kadic Academy, Jeremy Belpois was in his room on his laptop searching for Bill on the network.

"It doesn't make any sense why his DNA has separated from his body." Belpois said typing coordinates into the computer.

"There's suspicious virus activity somewhere in the South Pacific." Jeremy said looking at some weird signals.

--

Lex Luthor got on his private jet to leave Brainiac and Xana to fight Green Arrow's team.

"So I have to get rid of children to get Green Arrow out of my life." Luthor said to himself.

"Do you have any ideas, Lex?" the pilot asked.

"Yes, but you refer to me as Mr. Luthor." Lex ordered.

The pilot changed into liquid and formed into a black haired boy wearing jeans and a grey shirt.

"Oh really." the boy turned back to face Lex as the Eye of Xana flashed through his eyes.

"I didn't know it was you, Xana. My plan I believe will shake your kids lives forever." Lex stated.

--

Green Arrow's jet arrived just above Lex's Lab. The team looked out the window.

"That's a lot of robots." Cyborg said as they saw thousands of robots surrounding the Lab.

"Looks like this is gonna be a long night." Aquaman added.

"Alright, team. Let's go." Green Arrow ordered as he jumped off of the jet.

"Ready to shine, Spark?" asked Impulse.

"Yeah." Bill replied as he, Impulse, Cyborg and Aquaman jumped of as well.

The group landed on the ground facing Lex Luthor's Xana possessed robots.

"Any ideas?" Green Arrow asked.

"Here's one." Bill said as he blasted ten robots with electricity.

The robots quickly got back to their feet. "Good idea." Cyborg remarked.

"Hey, I thought it would work." replied Spark.

--

Back at Jeremy's dorm while working on his laptop the Super Scan popped up.

"I found him." Belpois said celebrating as he called Aelita.

"Yes, Jeremy." the pink haired girl answered her phone.

"I just picked up Bill." he announced.

"Really." said Aelita.

"Yes. He's at a Lab in the South Pacific." explained the genius.

"Should we tell the others?" asked Aelita.

"No." replied Jeremy.

"Ok. So what are we going to do?" asked a worried pink haired girl about her son.

"There's really nothing we can do." said Jeremy.

--

Back in the South Pacific the gang was now surrounded on all sides by the robots.

"I have an idea." Impulse said as he used his super speed and punch and kicked down fifteen different robots.

The robots stood back up yet again pointing their guns at the Green Arrow's team.

"How do we stop these things?" asked Green Arrow.

"You can't." a voice stated.

"Who are you?" asked Spark.

"I am the Brain InterActive Construct also known as Brainiac." Milton Fine explained.

"Why are you working for Lex?" asked Aquaman.

"Who said I was?" replied Brainiac.

"You mean your not." Green Arrow said surprised.

"Then who are you working for?" asked Cyborg.

"Xana." Spark stated making his teammates stare at him.

"You have a smart kid there, Green Arrow." Brainiac remarked smirking.

"How do we stop this Xana?" asked Impulse.

"You can't." answered Brainiac as he sped away at super speed.

Bill began to hold his head again in pain. Electricity began to surround him. "Ah!"

--

The Super Scan began to go haywire as it short-circuited and picked up an activated tower.

"Bill just powered the Super Scan. Xana must be attacking. I have to call the others." Jeremy said getting his phone.

--

Nova was sleeping in her room with her blankets over her face when her phone rang.

"Hello." she said answering it.

"Xana's launched an attack. Call William and I'll call Odd and Ulrich and Aelita." Jeremy replied before hanging up.

--

Green Arrow's gang stared at Bill who was still holding his head.

"Are you ok, Spark?" asked Green Arrow.

"Yeah, I'm fine." Bill answered as the electricity disappeared.

"What happened?" asked Impulse.

"I just remembered everything." replied Bill.

"Great, then who's this Xana?" asked Cyborg.

"Long story. Do you know where Kadic Academy is?" asked Bill.

"Yeah." Green Arrow answered.

"Take me there. I'll explain on the way." Bill said.

"Hold on." Green Arrow said as Bill held on to his back as he shot an arrow to pull himself back on to the jet. The others were pulled up without being shot at.

--

Jeremy, Aelita, Ulrich, Odd, Nova and William made it outside of the school.

"It must be robot season." Odd joked as they saw thousands of robots for endless miles.

"How do we get to the factory with all of them blocking the way?" asked Ulrich.

"You can't. especially with me here." a voice stated.

Odd looked at the being. "No way. I thought you were only a T.V. show and comic villain."

"Your familiar with me." the man replied.

"Yeah, your Brainiac. You try to take over the world." said Odd.

"Ah good. So you know my plan. Now only this time Xana will be helping me." Brainiac stated.

"Great, now Xana's got a super-powered villain helping him." Jeremy responded.

"I'll take him." William said punching Brainiac in the gut bouncing off into the side of the school.

"William!" Nova yelled.

"I'm ok." he replied.

--

Yumi climbed out of her bedroom window so she wouldn't get caught by her parents. When she got to the ground she saw an army of robots staring at her.

"This is just great." she said sighing.

--

Miles away on a jet, Bill was explaining to Green Arrow's team everything.

"So, your friends and you travel to a virtual universe to fight this Xana." Impulse said making sure he heard right.

"Yes." Bill acknowledged. "We may have to scan you so you don't forget."

"What do you mean scan?" asked Cyborg.

"We use this program called return to the past and if we use it you will forget all about us unless we scan you." Bill explained.

"Oh." Green Arrow responded.

**A/N: It's gonna be an interesting fight on hand for the Lyoko Warriors and Green Arrow's team against the evil army. How are they going to stop this one? Well until next update.**


	4. Justice to the Rescue

**Disclaimer: I do not own Code Lyoko or anyone in the DC Comic Universe.**

**Guest Starring: Green Arrow, Impulse, Aquaman, Cyborg, Lex Luthor, Lionel Luthor and Brainiac.**

**Justice to the Rescue**

Brainiac, the Brian InterActive Construct stood face to face with the Lyoko Warriors outside of Kadic Academy. William had been helped back to his feet by Odd and Ulrich.

"I guess I'm going to have to fight." Nova said smirking.

"How do you intend to fight him?" asked Jeremy.

"Just trust me. Now go to the factory and deactivate the tower!" Nova ordered.

"Fine." Jeremy agreed as he, Aelita, Odd, Ulrich and William ran past the army of robots.

"Are you done playing childish games?" Brainiac smirked.

"Of course. Your not the only one with special powers." replied Nova.

"Ha. Ha. I know. I can sense that your not human." laughed Milton Fine.

"Let's get it on." said Nova as her and Brainiac used super speed to run at each other.

--

Back at LuthorCorp, Lex Luthor returned followed by the man who was piloting his helicopter.

"So, what exactly is your name?" Luthor asked looking at Xana's human form.

"My name is Rob." the boy answered.

"How is your plan coming along? Lex asked as he sat down at his desk in his office.

"Slow but Milton Fine will get the job done." Xana replied smirking.

"Lex!" a voice yelled as the doors of his office opened up and a man with black puffy hair and a light beard wearing a business suit walked in.

"Yes, dad." Lex answered putting his feet on his desk.

The man noticed the boy wearing jeans and a grey shirt standing in the room. "Who is this?"

"This is my new friend, Rob." replied Lex. "Now what is it that you want, Dad?"

"It has been reported to me that there was lots of activity at one of our 33.1 Labs." Lex's father explained.

"Don't worry. I already took care of it." Lex stated.

"Really. Then can you explain why Milton Fine was there and the computer virus that took over the system?" asked the older Luthor.

Rob looked at Lex, who nodded. Rob grabbed Lex's father by his neck with a grip that was unbreakable.

"Rob." Lex smiled. "Escort Lionel Luthor out of the building."

Rob used super speed to take Lionel out of Lex's office, then downstairs and out the front door.

"Don't ever come back." Rob stated placing Lionel on the ground.

Lionel's eyes turned pure white. "Don't you ever touch me." he said punching Rob in the face causing him to go through the front door of LuthorCorp. "Kal-El, I need you."

--

Yumi was surrounded by Xana, Brainiac and Lex Luthor's army of robots outside her house.

"How do I get to the factory?" she thought to herself looking at the army.

The robots put their arms up pointing their guns at Yumi. The Japanese girl began to shake because she knew it was over.

A Jet hovered over Yumi and the robots. The Japanese girl looked up in the air. Several men in costumes came from the sky. They surrounded Yumi.

"Who are you guys?" the Japanese girl asked confused but relieved.

"Friends." the man wearing green with a bow and arrow replied. "Spark, get the girl out of here."

"Yes, Green Arrow." Spark replied as he grabbed Yumi and ran down the street.

"Alright men. Let's do this." Green Arrow said as he pulled an arrow back to fire.

--

Jeremy, Aelita, Ulrich, Odd and William gathered on the elevator inside the factory. They took the old elevator down to the Computer Lab. Jeremy sat down in front of the supercomputer.

"The activated tower is in the Ice Sector." informed Jeremy.

"Alright, let's get down to the Scanner Room." said Aelita heading back towards the elevator.

"Wait for me." Yumi said as she and Spark aka, Bill jumped down to the floor.

"Yumi, who's this?" asked Ulrich seeing the boy with the black hoodie with the hood up over his head wearing sunglasses.

"I'm a friend." Spark answered using his voice changer so they didn't know it was actually Bill.

"Who are you?" asked Odd liking the uniform.

"The name's Spark. And once you deactivate the tower don't use a return to the past." Spark stated.

"How do you know about that?" asked Jeremy.

"Because I'm suppose to." answered Spark jumping up to the ceiling.

"Ok. That was odd. Off to the Scanner Room." said William as they got on the elevator.

--

Nova was punched in the face by the Brain InterActive Construct, Brainiac making her crash into a tree. The girl quickly got up and smirked at the evil machine.

"You strong for a girl." laughed Fine.

"Maybe your just weak." replied Nova as she dodged a punch from Brainiac.

"Your just delaying your demise." taunted Brainiac as Nova did a back flip kicking hi, in the jaw knocking him down.

"No, you delaying your demise, Brainiac." laughed Nova.

"You think." Brainiac replied blasting Nova with heat vision making her fly back 20 feet.

"Now we're brining out the real powers." smirked Nova looking at Brainiac.

"Don't worry. You won't live much longer to use yours." Brainiac said walking towards the blonde girl on the ground.

"Leave her alone." a voice said.

Brainiac turned around to get a punch to his face causing him to land on the roof of Kadic Academy.

Nova looked to see a man with a hood covering his head wearing a black costume and sunglasses. The blonde haired girl stood back on her feet.

"Thank you." Nova smiled.

"A shame, I didn't do that to help you." Spark replied punching Nova in the face.

"What was that for?" asked Nova as Spark grabbed her by her shirt.

"What did you do to the real Nova?" Spark demanded.

"I don't know where she is." answered B-Nova.

Spark put her down on her feet, pulled his hood down and took his sunglasses off.

"Bill. Where did you come from?" B-Nova asked.

"Long story." Bill replied. "I won't tell anybody your secret if you don't tell anybody mine."

"Very well." B-Nova nodded as she watched Bill put his hood up and sunglasses back on.

--

The Lyoko Warriors got down to the Scanner Room. Ulrich, Odd and Yumi entered first.

"Transfer, Ulrich. Transfer, Odd. Transfer, Yumi. Scanner, Ulrich. Scanner, Odd. Scanner, Yumi. Virtualization." Once the scanners opened back up William and Aelita got in. "Transfer, Aelita. Transfer, William. Scanner, Aelita. Scanner, William. Virtualization."

--

All five of the Lyoko Warriors landed in the Ice Sector. Xana had sent some Krabes and Megatanks to distract the Lyoko Warriors.

"Xana hasn't lost his power." said Odd pointing his arm at the monsters.

"Guess this is going to take awhile." said Ulrich taking his sabers out.

"William, you protect Aelita. We'll handle the monsters." said Yumi getting her metal fans out.

"Ok." Dunbar nodded.

--

Back in the city Green Arrow, Impulse, Cyborg and Aquaman were fighting the army of robots.

"Can't catch me." taunted Impulse running at super speed knocking down the robots.

Cyborg was tossing robots left and right. "Take this, robots!"Aquaman was punching and kicking the robots over. "I wish there was water around.""You know this is really when we need Clark to help us." Green Arrow stated shooting arrows at robots.

"Hey, we tried to talk to him." replied Impulse after he had stopped taking out all the robots he hit.

"Remind me to call him later." said Green Arrow.

Beams of energy blasted all of the robots destroying them. Green Arrow's team looked in the direction that the beams came from.

"Boy, am I glad to see you." sighed Cyborg.

--

Spark and B-Nova were waiting for Brainiac to get back up. The blonde haired girl pushed her hair behind her ear. One of the robots of the Xana/Lex Luthor/ Brainiac army blasted B-Nova in the back.

"Bizarro-Nova!" Spark yelled watching her collapse to the ground.

Brainiac flew back grabbing Bill/Spark, bringing him up in the air. "I know you have powers but I don't believe flying is one of them."

"Yeah and your point." Spark replied.

"When I drop you then nobody can save you." laughed Brainiac.

"You'll never get away with this." Spark said trying to move with the fear of falling.

"Oh, but I have." Milton Fine said dropping Spark 80 feet in the air.

"Oh no!" Spark yelled as he plunged towards the ground.

Brainiac watched as a red and blue blur zoomed by and grabbed Spark in the air. Fine looked around wondering where the boy disappeared to.

**A/N: Brainiac looked to finish off Bill early on here but who could be the one who saved him? The Lyoko Warriors have gone to Lyoko to deactivate the tower but can they stop Xana's monsters that are in their way? Nothing else really to say but until next update.**


	5. Seeing Red and Blue Part 1

**Disclaimer: I do not own Code Lyoko or anyone in the DC Comics Universe.**

**Guest Starring: Green Arrow, Impulse, Aquaman, Cyborg, Lex Luthor, Lionel Luthor, Brainiac, Clark Kent, Chloe Sullivan and Kara Kent.**

**Seeing Red and Blue Part 1**

Ulrich, Odd, Yumi, Aelita and William were in the Ice Sector battling an army of Xana's monsters.

"Laser Arrow!" Odd said as he jumped in the air flipped and landed on a Megatank firing an arrow to it's eye destroying it.

"Triplicate!" Ulrich yelled as he split into three surrounding a Krabe. Ulrich jumped and stabbed the monster in it's eye destroying it. "Impact!"

"Hi-Yaa!" Yumi screamed throwing her metal fans destroying a Krabe and a Megatank.

"Energy Field!" Aelita said firing her orb of energy around William destroying a Krabe.

This left one final Krabe for William to slice up. Dunbar jumped up in the air and stabbed the final Krabe in it's eye making it explode. "Take that!"

"Guys, I'm sending the vehicles because you have a while to go before you get to the tower." informed Jeremy.

"Alright, Jeremy." Ulrich replied putting his sabers away.

--

Brainiac landed on the ground since he couldn't find Spark aka, Bill. The Brain InterActive Construct found B-Nova's motionless body and picked her up by her shirt.

"What a weak excuse for a computer program." he stated tossing her aside.

--

On the other side of Kadic Academy, Bill had been saved by a blonde girl wearing jean shorts, a blue shirt and red suspenders.

"Thanks, but who are you?" Bill asked taking off his sunglasses and hood.

"My name is Kara Kent." the girl answered kind of blushing at the sight of the boy.

"Kara Kent, as in the cousin of Clark Kent." Bill said confused.

"Yeah." Kara nodded.

"I thought you were just T.V. characters." the Lyoko Warrior replied.

"Nope. We're real alright. We heard you need help. Where are your friends?" asked Kara.

"Trying to deactivate the tower." answered Bill.

"Let's go." ordered Kara.

"What about the Brain InterActive Construct?" asked Bill.

"We'll worry about that later." said Kara as she grabbed Bill to fly away.

--

Meanwhile in Metropolis at LuthorCorp, Lex and Xana/Rob sat in Luthor's office. Lex was at his desk and Xana sat on the couch.

"You said back at my 33.1 lab that one of the kids is named Nova Ishiyama, right." said Lex looking at Xana's host.

"Yes." Xana nodded.

"Does she happen to have blonde hair, wear a blue shirt and white baggy pants?" asked Lex.

"Yes, she does." answered Xana getting up.

"Well, I think she's in one of my LuthorCorp 33.1 Labs around here." stated Lex.

"How did you get her?" asked Xana.

"I had this voice in my head telling me to kidnap her." said Lex.

"Take me to her." ordered Xana.

"Very well." said Lex as they walked out of Lex's office.

--

On Lyoko Aelita and the rest of the Warriors that were on the virtual world had reached the activated tower. Aelita got off the Overwing.

"Go do it, Aelita." said Yumi as they watched the pink haired girl go into the tower.

Aelita walked in and walked to the center of the platform. Once she got to the center of the platform she started to rise to the second platform. Landing on the second platform Aelita stuck her hand on the screen and entered her name.

Aelita…

Code… Lyoko…

"Tower deactivated." she whispered as the files went down around her.

--

Back in the Computer Lab, Jeremy sighed as the tower was deactivated. The elevator came down and opened revealing Bill and Kara Kent. Jeremy looked over surprised to see Bill.

"Surprised to me, Dad." smiled Bill staring at the boy in front of the supercomputer.

"What are you doing here and who is that?" asked Jeremy.

"Long story." answered Bill.

"We'll explain." said a voice as the Green Arrow climbed down the ladder followed by four other people.

"Hold on. I have to bring the others back from Lyoko." replied Jeremy typing on the supercomputer.

Minutes later the Lyoko Warriors were reunited with Bill. Green Arrow, Impulse, Cyborg, Aquaman and Kara Kent were introduced to the Lyoko Warriors. However, one man was not introduced yet. He was wearing jeans, a blue shirt and a red jacket.

"This is my cousin, Clark Kent." said Kara pointing to the man.

Before anybody else could say anything the elevator could be heard coming down. The thirteen people looked at the elevator. It opened to show a man in a business suit.

"Lionel." Clark said shaking the elder Luthor's hand.

Lionel looked at the kids. "You must be the Lyoko Warriors."

"Yeah, how do you know about us?" asked Jeremy, the genius of the Lyoko gang.

"It will be revealed in time." replied Lionel.

"So, can we ask why you're here?" asked Odd Della Robbia.

"Your friend, Nova. She's been kidnapped by my son, Lex, a few weeks ago." explained Lionel.

"Where is she?" asked Yumi worried about her cousin.

"Wait, that means the Nova that's been with us is B-Nova." said Ulrich.

"Yes." Bill replied.

"Nova, is in Metropolis at one of Lex's 33.1 Labs." stated Lionel.

"Let's go." said William Dunbar.

"It's not that easy." replied Clark. "You need a plan."

Green Arrow stepped into the middle of the room. "Me, Impulse, Aquaman, Cyborg, Clark, Kara and Bill can go."

"Wait, I've located a supercomputer in Metropolis." said Jeremy.

"Yeah." replied Aelita.

"I can send the rest of them to meet you there with one of my new programs." explained Jeremy.

"That's great but I don't suppose any of you know where the Lab is." said Lionel.

"Don't you, Mr. Luthor?" asked Aelita.

"I'm sorry. Lex has kept this one a secret even from me." replied Lionel.

"I know someone who can help." said Clark. "Bill and Kara can come with me."

"Ok. I'll stay here with the kids." replied Lionel.

"Hang on, tight." said Kara to Bill as he put his arms around her.

--

At the 33.1 Lab a blonde haired girl was tied to a table unable to move. The door to the room opened up as Lex Luthor and Xana walked in.

"Why do you have me prisoner?" asked Nova trying to break free.

"At first I didn't know but now I have a clear answer." replied Lex staring at Xana.

"You." Nova said looking at the host.

"Yes, me." laughed Xana. "Now I can do what I want to you."

"Shall I leave?" asked Luthor.

"Yes. Go home." Milton Fine is waiting for you." answered Xana smiling at the sight of Nova.

"Alright." Lex said walking out.

"I have you right where I want you." the host laughed as the Eye of Xana appeared in his eyes.

--

A few miles away at the Daily Planet, Clark, Kara and Bill arrived in the basement to see a girl wearing a business suit with blondish hair.

"Chloe, this is me and Kara's new friend, Bill." said Clark pointing to the boy wearing jeans, a red shirt and black jacket.

"Nice to meet you, Bill." Chloe replied shaking his hand.

"Nice to meet you, too." said Bill.

"So, what is it that I can do for you?" asked Chloe.

"We need you to help us and Bill's friends locate a 33.1 Lab, here in Metropolis" explained Kara.

"I don't know how much I can help but I'll try." said Chloe sitting down at her computer.

"Ha, here it is." Chloe said pointing to a map.

"That's not too far from here." said Clark pulled his phone out." Oliver, we found it. Bill's going to call the others."

"Send Bill back to get suited up." replied Oliver.

"I'll take him." said Kara.

"Good luck." said Chloe.

--

At Lex's mansion, the rich owner of LuthorCorp walked into his usual working place to see Milton Fine aka, the Brain InterActive Construct, Brainiac.

"Well, how did it go?" asked Lex walking past him.

"Not as well as we would of like. We have some other intruders but I couldn't see who it was." explained Fine.

"You'll have to try harder next time." replied Lex.

"Actually, I have a plan." stated Brainiac.

"And what is that?" asked Lex sitting down.

"To use the power inside this." Brainiac replied pulling out a blue meteor rock.

"What's that going to do?" Lex asked confused

"Cause a rift between our enemies." answered the Brain InterActive Construct smiling.

**A/N: What could Brainiac's plan possibly be? Will the Lyoko Warriors and Green Arrow's gang be able to get back Nova from Lex's Lab? And where will Xana fit into the plot? Until Next update.**


	6. Seeing Red and Blue Part 2

**Disclaimer: I do not own Code Lyoko nor do I own anyone in the DC Comic Universe.**

**Guest Starring: Clark Kent, Kara Kent, Lionel Luthor, Lex Luthor, Brainiac, Green Arrow, Impulse, Aquaman and Cyborg.**

**Seeing Red and Blue Part 2**

At the factory Jeremy was on the phone with Bill, who was in Metropolis getting ready to break into Lex's 33.1 Lab. Aelita, Ulrich, Odd, William and Yumi were waiting around the room as they all stared at Lionel Luthor.

"So, why are you helping us?" asked Aelita feeling uncomfortable with a Luthor around.

"My son, Lex. He has a habit of getting himself into trouble that he can't get out of." replied Lionel staring at the pink haired girl.

"And if I remember my mythology your Jor-El's vessel." said Odd.

"Yes." said Lionel looking at the boy. "But I get the feeling none of you trust me."

"And I thought Jeremy was Einstein." retorted Ulrich crossing his arms.

"Fine, then if you don't want my help I'll leave." said Lionel getting on the elevator as everyone watched.

"Alright, guys." Jeremy said turning towards his friends. "Go down to the Scanner Room, so I can send you when they call."

"Ok." said Yumi as they started climbing down the ladder.

--

In Metropolis, at Oliver Queen's clock tower, Clark and Kara joined Oliver, Bart, Victor, AC and Bill as they got suited up.

"Your actually going to be a team player, Clark." said a surprised Oliver Queen aka, Green Arrow.

"I thought you would run off." stated Bart.

"As much as I would like to, it's not my fight." replied Clark.

"That's not what I heard." said Bill.

"What do you mean?" asked the Last Son of Krypton.

"Now's not the time to talk about it." said Green Arrow butting in. "It's time to go to work boys and girl."

"Well at least you said girl." replied Kara.

--

At the LuthorCorp 33.1 Lab, Xana stood before the tied up blonde girl, Nova.

"I can sense your friends are on their way to save you." laughed Xana.

"And they will!" proclaimed Nova.

"Ha." Xana smirked.

The Brain InterActive Construct aka, Brainiac sped into the room where Xana and Nova were.

"Xana, I need a favor." said Milton Fine.

"What do you need?" asked Xana turning to the evil Kryptonian experiment gone wrong.

"For you to power the evil force inside of this Blue Kryptonite." explained Brainiac pulling out the Blue Kryptonite.

"What is that?" asked Nova seeing the blue substance in Brainiac's hand.

"None of your business." replied Xana then he turned back to Brainiac. "Let' go. Her friends are on their way."

"Does Lex know about this?" asked Fine.

"Just a minor delay." answered Xana. "I know what your plan is." he added before both men walked out of the room leaving Nova alone.

--

Back at the factory, Jeremy was starting the process to send the others to the 33.1 Lab with Green Arrow's team.

"Ok, they'll meet you at the rendezvous point." said Jeremy typing away on the supercomputer.

"We'll meet them." replied Green Arrow on the other end.

"Guys, get ready for teleportation and be ready for anything." informed Jeremy.

"We're ready." stated Ulrich as he, Odd and Yumi were waiting in the Scanners.

"Transfer, Ulrich. Transfer, Odd. Transfer, Yumi. Scanner, Ulrich. Scanner, Odd. Scanner, Yumi. Teleportation." Aelita and William waited for the scanners to open back up.

--

Outside the LuthorCorp 33.1 Lab, Green Arrow, Impulse, Cyborg, Aquaman, Bill aka, Spark, Clark and Kara were waiting for the Lyoko Warriors to show up.

"So, I assume I'm Boyscout again." said Clark looking at the Green Arrow.

"Yup." Green Arrow replied. "Kara, what do you want your codename to be?"

"Supergirl." answered the blonde haired girl.

"Alright, then." said Cyborg as Ulrich, Odd and Yumi appeared before them.

"That was kind of cool." said Impulse amazed.

Aelita and William appeared next in the group. Green Arrow, Impulse, Aquaman, Cyborg, Clark and Kara looked at William's large sword.

"So, how come he's the only one with a big weapon?" asked Clark.

"Odd, shoots arrows out of his hands, Yumi has metal fans, Aelita shoots energy field's and I have two sabers." explained Ulrich.

"Alright, let's go." said Green Arrow.

"Everyone split up." said Ulrich.

"Spark, you go with Boyscout and Supergirl. Aelita, Odd and Impulse will go together." said Green Arrow.

"Me, Ulrich and Cyborg can go together." stated Yumi.

"And then me, Green Arrow and Aquaman will go our way." said William.

"And remember your destroying the supercomputer inside as well." reminded Jeremy from the factory.

"We'll remember, Dad." said Spark.

Everyone went their separate ways in the LuthorCorp 33.1 Lab. Spark, Supergirl and Boyscout. Aelita, Odd and Impulse. William, Green Arrow and Aquaman and Yumi, Ulrich and Cyborg all scattered around Lex's Lab.

--

At Lex Luthor's Mansion, Lex sat in his office as Xana and Milton Fine walked in. Lex was on the phone with somebody.

"Is it done?" asked Xana sitting down.

"Yes." Soon all of us will get what we want." replied Lex.

"The kids have come to Earth with their powers." stated Milton Fine.

"What is it that gives them their power?" Luthor asked interested.

"I'll take you there." said Xana.

"Ok." smiled Lex.

--

Inside the Lab, Ulrich, Yumi and Cyborg were walking down one of the hallways which was unusually quiet.

"So, how long have you guys been fighting this Xana?" asked Cyborgwalking behind Ulrich and Yumi.

"Let's see we fought him for years and finally defeated Xana with Bill's help, then we had 17 years of peace and then Nova turned the supercomputer back on and we've been fighting Xana again for the last eight months." explained Ulrich.

"He's not easy to get rid of." added Yumi.

"I see." said Cyborg.

--

On another side of the 33.1 Lab, Aelita, Odd and Impulse were wondering around the hallways.

"I like the fact that you can run fast." said Odd to Impulse.

"It's fun. I'm faster than Boyscout." replied Impulse.

"Really. What's it like running really fast?" asked the pink haired girl.

"It's like everything is moving slow around you." explained Impulse.

--

William, Green Arrow and Aquaman had come across a room with a computer in it. The three walked inside.

"Is this the supercomputer that Jeremy wants us to destroy?" asked Aquaman.

"I'm not sure." said William. "Jeremy, is this the supercomputer?"

"Yes, but don't destroy it until we find Nova." answered Jeremy.

--

Spark, Boyscout and Supergirl came across a room of their own. Spark broke in followed by the other two. In the center of the room was a blonde haired girl wearing a blue shirt and white baggy pants laying on a table.

"Hey, Nova." Spark smiled walking over to her.

"Who are you?" she asked seeing him in uniform.

"That's a dumb question." he said taking off his hood.

"Bi-" Nova started to say.

"It's Spark right now. This is Boyscout and Supergirl." Spark said pointing to the other two.

"Hi." the blonde girl said laying there. "Are you going to untie me?"

"No, I was thinking about letting you stay there and Xana, Lex Luthor and Brainiac can experiment on you." said Bill untying Nova off the table.

"I know you wouldn't do that." Nova said hugging Spark.

"Can we get this over with?" asked Boyscout.

"Yeah." Spark replied. "Dad, we got Nova."

"Alright, I'll tell everyone else." replied Jeremy.

Spark, Boyscout, Supergirl and Nova started walking out of the room. They were looking for a way out. Boyscout was leading the group. He opened a door to a room that they walked in that was full of a green substance that started to glow. Boyscout and Supergirl both dropped instantly to the ground in agony.

"What's wrong?" asked Nova.

"Me and her can be killed by the green stuff." replied Boyscout.

Nova and Bill began dragging them out of the room. After they got them out. Spark closed the door. Boyscout and Supergirl got up like they were fine.

"Was that Kryptonite?" asked Bill looking at Boyscout.

"Yes." Boyscout answered.

"Alright, get out everyone. William's about to destroy the supercomputer." informed Jeremy.

"Both of you, hold on. Grab him, Kara." said Clark as they ran off with Bill and Nova at super speed.

--

"Take this!" William yelled as he swung his sword at the supercomputer.

Green Arrow, Aquaman and William hightailed it out of the room as the supercomputer started to explode.

--

Everyone gathered outside as the 33.1 Lab blew up. All of them watched the lab as it went up in flames before their eyes.

"So, what do you guys call yourselves?" asked Ulrich.

"I haven't decided yet." replied Green Arrow.

"I have a name." said Odd.

"No, don't say anything with food." said Yumi making everybody laugh.

"Here's one. The Justice Warriors." said Cyborg.

"Yeah. That's a good one." said Green Arrow smiling.

"We got to go." Aelita said giggling.

"Hold on. I'll send Jeremy my number so you can call anytime." added Green Arrow.

"Clark, if it's ok I want to take Bill and Nova back." said Kara.

"Yeah, I'll see you when you get back." replied Clark.

"Alright, then." Kara said as Bill and Nova held on to her.

"Bye." Bill and Nova said to Green Arrow's team.

--

Back in France at Kadic Academy Kara dropped off Bill and Nova. Nova and Bill started walking towards the dorms.

"Wait, Bill." said Kara.

"Yeah." the black haired boy said walking back to the Kryptonian.

"You never said thank you for saving you." the blonde stated.

"Thank you." Bill smiled.

"And thank you." Kara replied before planting a kiss on Bill's cheek as Nova watched from the door of the dorms.

**A/N: Kara kisses Bill. Bet you didn't see that coming. Everyone is finally back together at Kadic but what will Nova have to say about Kara's kiss to Bill? Brainiac apparently has the ultimately plan. What is it? Also just to inform everyone a new character is joining the story in the next chapter however this person's back story isn't really going to be explained for awhile. Coughspoiler Possibly not even this story hint hint endspoilercough. Until next update.**


	7. Take Over

**Disclaimer: I do not own Code Lyoko or anything in the DC Comic Universe.**

**Guest Starring: Lionel Luthor, Brainiac and Lex Luthor**

**Take Over**

The next morning Jeremy, Aelita, Ulrich, Odd, Yumi, William, Nova and Bill were in the cafeteria for breakfast.

"It's great to be back." said Bill eating almost as fast as Odd.

"Well, now that we're back together, where do we go from here?" asked Yumi.

"We have to figure out what Xana's planning with Lex Luthor and -" Jeremy began stating before he was cut off.

"The Brain InterActive Construct." finished Bill.

"Yeah. And where does B-Nova fit into this?" replied Jeremy.

"We do know she's against Xana and them." said Ulrich.

"What about us?" asked William.

"We don't know." answered the pink haired girl sitting next to Jeremy.

"How do we stop the Brain InterActive Construct?" asked Nova secretly worried.

"Kryptonite." Odd and Bill said at the same time.

"I guess we should be glad that Odd and Bill know their Mythology." said Yumi laughing.

"By the way. What happened to Lionel?" asked Bill.

"He left. He thinks we don't trust him." replied Aelita.

"This is a lot to take in. you guys recruited me to fight Xana and now super-powered villains are teaming up with him." stated William angrily.

"Your not going to leave again are you?" asked Jeremy.

"No, I just need fresh air." said Dunbar getting up. William walked away from the table.

"So, Bill. How was it being around Kara?" asked Odd slightly jealous it wasn't him.

"I think he liked it. Especially when she kissed him." said Nova still mad at seeing it.

"You saw that." replied Bill mad at himself.

"Yes." the blonde girl stated.

Bill got up from his seat, threw his trash away and walked out without saying anything.

--

William began walking around the city. He had his hands in his pockets. Dunbar could only think about Xana, Lex Luthor and the Brain InterActive Construct.

"Xana is strong enough and now he's got help from Lex Luthor and Brainiac." he thought.

William Dunbar saw a brunette haired girl wearing a red shirt and black skirt walking to a corner. She stopped a second before going into the street. There was a silver Porsche going 60 miles an hour down the street.

"Watch out!" William yelled running into the street helping the girl quickly across the street as the Porsche stopped.

William looked at the man who was driving it. The man was all dressed up and bald.

"Stay out of the street kids." the man smirked before driving away.

"Thank you." the brunette girl said sighing in relief as William helped her up.

"You should be more careful." said William.

"I didn't know he was coming." the girl replied.

"What do you mean?" said a confused William Dunbar.

"I'm blind." the girl said simply.

"I thought blind people wore sunglasses." replied William.

"I don't know I never saw a blind person." stated the brunette.

"What's your name?" asked William.

"It's Nicole." the girl answered smiling.

"Ok, then. Why is a nice girl like you walking about blind?" the boy asked puzzled.

"I was home alone and I needed air." said Nicole.

"Well may I be a gentlemen and help you on your way home." said William grabbing her hand.

"Sure." she nodded.

--

Bill was walking through the woods by himself. He was thinking about Nova seeing Kara kiss him.

"Why is it always me that gets into this type of trouble." he thought aloud.

"What's wrong, son?" a voice asked. Bill turned around to see Lionel Luthor.

"Mr. Luthor, but I thought you left." said Bill surprised to see him.

"Call me, Lionel. I left your friends but I didn't go back to Metropolis." the man replied.

"Why Lionel?" Bill asked.

"You're the reason why. You're a fascinating individual." Lionel stated.

Bill looked a little worried. "What do you want with me?"

"I need your help." answered Lionel. "Come with me."

--

Later in the day, Kadic Academy's students gathered outside by order of Mr. Delmas.

"Boys and girls of Kadic Academy. I know there's only three weeks of classes left but I would like to introduce you to the new owner of Kadic." stated the Principal, Mr. Delmas.

"I wonder who this bozo is." said Odd to his friends.

"I wouldn't make jokes, Odd. The owner of Kadic could get you kicked out." said Jeremy.

"Oh please. Why would someone want to kick me out of Kadic?" asked Odd.

"I could think of a few reasons Della Robbia." said Jim.

"Oh yeah." Odd grinned at him.

"But I'd rather not talk about it." Jim said before walking away.

"Students, please welcome Mr. Lex Luthor." Mr. Delmas said as Lex walked onto the stage set up.

"This is bad." said Ulrich to the others as they nodded.

"Has anyone seen Bill or William since breakfast?" asked Aelita. Everyone shook their heads no.

"What are we going to do now?" asked Nova.

"No idea." said Jeremy fixing his glasses. "Let's hear what he has to say."

"There's going to be some new rules here starting immediately." Lex began.

--

In Metropolis Lionel Luthor and Bill were sitting in a limo outside of LuthorCorp.

"Why did you bring me to the U.S. and take me to LuthorCorp?" asked Bill.

"Lex is at Kadic. But I need someone to help me get in. Xana is inside and I need to get something." explained Lionel.

"Ok, then. I'm ready." said Bill as they got out of the limo.

--

William had walked Nicole home. They stopped in front of the door. William opened it for her.

"So can I come to see you?" asked William as she walked in.

"Of course." she replied. "Thanks for walking me home."

Nicole closed the door. William turned around to head back to Kadic. He was grabbed from behind.

"Get off of me." William said struggling to get free.

"Sorry but your apart of my plan." the man said flying away with William.

--

Back at LuthorCorp, Lionel and Bill got up to Lionel's office. Bill looked around having never been there before.

"So, what do you need, Lionel?" asked Bill.

Lionel Luthor turned around to face Bill. His eyes were completely white. "_Zod is returning."_

"Who is Zod?" Bill asked as he was punched in the back of the head.

"An ally of Xana." Rob laughed staring at Jor-El's vessel, Lionel Luthor.

"_Zod will be defeated."_ the vessel of Jor-El stated.

**A/N: Looks like Brainiac is bringing in the heavy firepower against the Lyoko Warriors . Wonder if Clark will come to save the day? William comes across a blind girl named Nicole wonder what kind of connection she will have into all of this? Until next update.**


	8. Fortress

**Disclaimer: I do not own Code Lyoko nor do I own anything in the DC Comic Universe.**

**Guest starring: Lionel Luthor, Brainiac, Jor-El, Clark Kent and Kara Kent**

**Fortress**

The Lyoko Warriors still in shock that Lex Luthor bought Kadic Academy, went to the only place that was still safe to them, the factory.

"How are we going to stop them now?" asked Aelita sitting on the floor.

"It's impossible. We're just kids." replied Jeremy sitting in front of the supercomputer.

Ulrich walked to the center of the group. "What about Oliver Queen and his team?"

"What about them?" replied Yumi.

"Yeah, they said they'd help us." said Odd standing up.

"It's only a matter of time before Xana helps Lex and Brainiac to the factory." added Nova.

"I wonder if Oliver can help us move the stuff or recreate it." stated Jeremy putting Queen's number into the supercomputer.

--

Back at LuthorCorp, Xana stared at the vessel of Jor-El, Lionel Luthor while Bill lie on the floor.

"What's wrong, Lionel? Your new protégé didn't work." laughed Xana.

Two red and blue blurs ran in and punched Xana threw the window of Lionel's office. The two blurs were Clark and Kara.

"Bill, are you ok?" asked Kara helping him up.

"I'll be fine." Bill replied.

"Clark, son. Zod is going to be reawakened." Lionel announced.

"But how, I thought I locked him back in the Phantom Zone." said Clark confused.

"The Brain InterActive Construct." stated Luthor.

"I have to go to the Fortress." Clark said looking towards the door.

"I'm coming with you." said Kara.

"Me too." added Bill.

"Fine." Clark said as Kara grabbed Bill and the three rushed out.

--

Jeremy got off the phone with Oliver Queen and turned back towards his friends with a smile.

"We're good to go." stated Jeremy making the others smile.

"Where are we going?" a voice asked as Rob jumped from the ceiling.

"None of your business." replied Ulrich.

"That's not nice. Especially not to tell an ally where your going." responded Xana.

"Your not on our side." said Aelita getting up.

"So you think. The Brain InterActive Construct has something big planned for you guys." Xana smirked as the Eye appeared in it's eyes.

"Why are you telling us?" asked Yumi.

"To prepare you for your worst nightmare." answered Xana before jumping to the ceiling before disappearing.

"That was a weird encounter." said Odd after Xana disappeared.

"Why would Xana tell us that one of his allies is planning something big?" Jeremy asked confused.

"No idea." replied Ulrich.

--

Lex Luthor was sitting comfortably in Mr. Delmas office at Kadic Academy. A knock was at the door. The door opened as Jim walked in with the daughter of Mr. Delmas, Sissi.

"Hello, Ms. Delmas." Lex said smiling at the girl.

"Hi, Mr. Luthor." Sissi replied.

"Call me, Lex." he replied.

Sissi stared at him. "Ok."

"So, I hear your friends with Ulrich Stern and his gang." the billionaire stated looking through files and records.

"I try to be." the daughter of the Principal replied.

"Well, I need you to give me all the information that you know on them." Lex explained as Sissi grinned.

--

Somewhere in the North Pole, a white castle of ice was occupied by three individuals. It was the Fortress of Solitude.

"I've been in here before." Bill said looking around.

"How?" asked Clark.

"I'm not sure." replied Bill.

"Kal-El, Kara. Why have you brought this mortal to this place?" a voice asked.

"We brought him because he wants to help." stated Kara.

"Help with the return of Zod, I presume." the voice replied.

"Yes." Jor-El." Bill said stepping forward.

"How do you expect to help with only powers of electricity?" Jor-El replied.

"I don't know. You're the one who told me I had to help." Bill responded getting irritated by Clark's father.

"I'll give my powers to Bill." Kara said stepping next to Bill.

"No, Kara." said Clark.

"It's fine ,Kal-El. Kara's memory will be fine." Jor-El stated.

"If it's what you really want." Clark said giving in.

--

The Brain InterActive Construct aka, Brainiac was in a lab with the Blue Kryptonite. He had it on a table. Brainiac looked like he was waiting for something.

"Where could he be?" he said thinking out loud.

"I'm here, Fine." a voice replied.

"Good, now we can get this party started." Milton Fine stated picking up the Blue Kryptonite.

"I thought you were brining back General Zod?" Xana stated somewhat confused.

"I am but in order for my plan to work I need to do something else." explained Brainiac placing the Kryptonite on the floor.

"What do you want me to do?" asked Xana walking next to Milton Fine.

"Use your powers on the Blue Kryptonite." the Brain InterActive Construct ordered.

Electricity started to form in the hands of Xana. Brainiac smirked while watching the electricity power up the Blue Kryptonite. A body began to form.

--

In the dorms of Kadic Academy Jeremy and Aelita were in the boy genius' room. The pink haired girl sat on Jeremy's bed as he worked on his laptop.

"Jeremy, what exactly did Oliver Queen say?" Aelita asked worried.

"He's going to come look at the supercomputer and see how to set it up." replied Jeremy.

"Really." said a surprised Aelita.

"Yup." Jeremy smiled.

A blue and re and black and red blur sped into the room without them even seeing the door open Lara let go of Bill.

"Hello, mom and dad." Bill said waving to Aelita and Jeremy.

"Where have you been?" asked Aelita.

"I was with Lionel and then Clark and Kara." Bill explained.

"Well you missed Mr. Delmas' announcement that Lex Luthor now owns Kadic Academy." stated Jeremy not looking away from his laptop.

"Oh no." said Kara sitting down.

"You've got to be joking." Bill stated leaning against the wall.

"Nope." replied Aelita. "And you two better go talk to Nova."

"Yeah, I should apologize to her." Bill said as he and Kara walked out.

--

Odd, Ulrich and Yumi were in Odd and Ulrich's dorm room. Odd sat on his bed and Ulrich and Yumi sat on Stern's bed.

"I can't believe Bill let Kara kiss him." Yumi said crossing her arms as she leaned against her boyfriend.

"He probably didn't mean it." said Odd sticking up for his friend.

"Well, then why didn't he tell Nova that?" Ulrich asked bringing up a good point.

"He must have a good reason for not telling her." replied Odd.

"He better have." Yumi said getting ticked off that Bill did that to her cousin.

"He's as bad as you, Odd." smirked Ulrich.

"Actually, I had to get a few pointers from him." said Odd before Yumi threw something at him.

--

In Nova's room she sat with her back to the door. The blonde haired girl finally had time to think about seeing Kara kiss Bill.

"I didn't want to do this but I'll have to punish her next time I see her." Nova said to herself grabbing a box off her table.

A knock came at the young teen's door. She ignored it but Bill and Kara walked in anyway.

"Nova, can we talk?" Bill asked seeing the girl with her back to him.

"I guess." Nova answered turning around to see him and Kara. "Oh, Kara's here, too."

"Look, Nova. I'm sorry. I didn't know you two were together." pleaded Kara.

"Well, if you are sorry then you'll forgive me for this." Nova said opening the box in her hand as the Kryptonite activated.

"Ah!" Bill screamed dropping to the floor.

"Unless you want to kill him I suggest you close the box." said Kara as Nova did exactly that.

"At least now I know how the Kryptonite feels." Bill said standing back up.

--

At LuthorCorp in his office Lionel Luthor was scribbling symbols on a bunch of paper. His eyes were completely white.

"_The Phantom is here." _he stated as he scribbled endlessly without regard.

**A/N: Bill has Kara's abilities so he can fight against Xana and Brainiac. Can Nova and Bill finally get back on the same page so they can return everything to normal? What is it that Xana and Brainiac have brought into this world? Kind of Spoiler…If you have seen the episode of Smallville from season 7 called Persona then you know what it is. And what kind of information does Sissi have on our heroes to give to Lex? Until next update.**


	9. Forbidden Enemies Part 1

**Disclaimer: I do not own Code Lyoko nor do I own anything in the DC Comics.**

**Guest Starring:**** Kara Kent, Lex Luthor and Brainiac**

**Forbidden Enemies Part 1**

After Nova put the Kryptonite away she looked at Bill wondering why it affected him instead of Kara.

"What did you do to him?" Nova asked turning towards Kara.

"He has my abilities." Kent answered.

"Why?" Nova Ishiyama asked confused.

"To help my cousin, Clark, fight the return of Zod." explained Kara.

"Oh." said Nova.

"Why don't you two get to know each other." Bill said smiling. "I have some things to do." he added before walking out.

"Ok." Nova and Kara said in unison.

Kara looked at the younger blonde girl curiously. "I'm really sorry that I kissed him. I didn't know about you two."

"It's ok. I'll find a way to get him back." Nova laughed as they walked out of her room.

--

Aelita was walking around by herself around Kadic Academy. She was walking towards the Wreck Room that was put in years before so the kids could be entertained.

"Why doesn't this battle against Xana ever end? It didn't bother me at first but I just want it to end so me, Jeremy and Bill can be a family again." the pink haired girl thought as she walked inside the Wreck Room.

Inside the Wreck Room sat Lex Luthor against the wall in a chair. He stared at the pink haired girl curiously.

"What would a girl be doing by herself walking around?" Lex asked with a smirk.

Aelita stared back at him shaking. She didn't have a response for the billionaire.

"Don't you talk?" Lex asked almost laughing intimating Aelita. "So, Aelita. What are you and your friends up to?"

"None of your business, Lex." Aelita finally replied.

"It's Mr. Luthor to you." Lex stated as he got up.

"Why are you doing this?" asked Aelita slowly backing up.

"What?" Lex replied. "The question that should be asked is why a bunch of kids are skipping school to go to a virtual world and fight what they think is an evil program?"

"I have no idea what your talking about." Aelita responded trying to make Lex look stupid.

"There's no point in denying it. Xana will show me where this supercomputer is." replied Lex walking towards the pink haired girl.

"Xana has poisoned your mind." Aelita said staring Lex in his eyes.

"Xana is the greater good for the world." said Lex. "I would like you to meet a friend of mine."

"Ah!" Aelita screamed as she was grabbed from behind. "Let go of me." she squirmed.

"Milton Fine, would you mind escorting little Aelita to my LuthorCorp Lab." ordered Lex.

"Of course." Brainiac nodded. Before they could leave the room it filled with a purple cloud.

"What's going on?" Lex asked looking around.

"Let go of the girl." a voice ordered.

Lex turned around to see a man in a business suit. "Who are you?"

"I am your worst nightmare." the man replied as a ring appeared around his neck. He used his powers to teleport Brainiac out of the room.

The room returned to normal leaving Lex to look around. A black and red blur sped in behind Aelita. Lex turned around to face Aelita and… Bill.

"Mom, are you ok?" Bill asked turning her around.

"Yeah, thanks to you." Aelita replied hugging her son.

Lex looked at Bill curiously. "How can he be her son?" he thought to himself.

"I didn't save you." Bill replied.

"But if you didn't then who did?" said Aelita as she and Bill watched Lex walk out.

"No idea." Bill said still staring in the direction Lex went.

"How did you get in here so fast?" asked Aelita.

"Just between me, you, Kara and Nova I have Kara's powers." Bill explained.

"That's cool. I guess." Aelita said unsure.

--

Ulrich, Odd and Yumi were in the Gym. Ulrich and Yumi were sparring in Pencak Silat. Odd was sitting on the bleachers watching them.

"Yo, I was just thinking." Odd said making Ulrich and Yumi stop where they were.

"That's not good." Yumi said laughing.

"Very funny." Odd replied ticked off. "But seriously where's William at?"

"I didn't think about that." said Yumi.

"He can handle himself." replied Ulrich.

"Not with the Brain InterActive Construct roaming around." stated Odd.

"What's his weakness, Odd?" asked Yumi.

"He really has no known weaknesses." replied Odd.

"Isn't that just great." said Ulrich crossing his arms.

--

Nova and Kara were sitting down on the steps outside of the cafeteria when Lex was walking back towards his office.

"Look, Kara." said Nova. "There's Lex."

Kara looked over at the billionaire. "Lex, what are you doing here?"

"I could ask you the same question." replied Lex.

"I'm visiting friends." answered Kara.

"I suppose Clark knows you're here." responded Luthor.

"What's it to you?" asked Kara standing up.

"Since he isn't here you can finally admit to me that you have powers." explained Lex smirking.

"I don't know what your talking about Lex, I don't have any powers." stated Kara.

"Cut the act. If I'm right about you than the meteor rocks will weaken you." Lex said taking a meteor rock out but nothing happened.

"See, I told you." Kara smiled.

--

At the factory in the Computer Lab, Bill sat in front of the supercomputer working on some program.

"Who could of saved, mom?" Bill thought typing on the computer.

"It's bugging you isn't it?" a voice said making Bill turn around.

"Hayata Ishiyama." Bill said not surprised to see him. "So, you're the one that saved my mom."

"Very perceptive of you. I can see why my daughter loves you." replied Hayata.

"How did you escape the Shadow Realm?" asked Bill.

"When you broke free to me Xana's control completely left me." the older man explained.

A message appeared on the supercomputer screen. Bill turned back to face the computer screen. Hayata walked over to look over Bill's shoulder.

"A message from your Grandfather. Wonder what it says." Ishiyama said looking at the screen.

"Don't know. Let's open it." Bill said opening the message. "Look at this, it's a video."

The video opened up. On it was the whitish blue bubble aka, Franz Hopper. He was in the Ice Sector by himself.

"Bill." Hopper called in the video.

"Yes, Grandpa." Bill replied.

"I was going through a changed future for all of you with the time mess up and found something startling." Franz explained.

"Really, what is it?" asked Bill.

"Take a look." Franz stated as the video changed to Lyoko in the Mountain Sector.

**Video…**

Ulrich, Odd, Yumi and Aelita were on the vehicles heading towards a large army of monsters.

"Good old Xana never quits." said Odd on the Overboard.

"I wish he would." replied Ulrich.

"Cut the talk, guys. We have to concentrate because we're not at full power." stated Yumi.

"Then let's get the party started. Laser Arrow!" fired Odd destroying one of the Krabes.

The video changed to outside Kadic Academy, Bill face to face with the Brain InterActive Construct.

"So, this is it." Brainiac smirked at the Lyoko Warrior.

"Yes, it is." Bill replied as the two forces tackled each other with super speed.

Bill punched Brainiac in the face knocking him into a tree. Brainiac looked up at Bill as he got back to his feet.

"You've become strong haven't you." stated Milton Fine.

"Yes, I have. And tonight it ends." Bill added giving the Brain InterActive Construct an uppercut. Bill's phone began to ring. "Yeah."

"Bill, help. Lex has me trapped." the person on the other end explained.

"I'll be right there." Bill replied running off.

In an abandoned warehouse Lex Luthor had Nova trapped in a corner with no where to run.

"Now, Nova. Tell me what Bill's hiding from everyone." Lex ordered getting annoyed.

"He's not hiding anything, Lex." Nova replied.

"Your lying." Lex said pulling out a gun. "Now tell me."

"I told you. He isn't hiding anything." Nova assured.

"I don't want to do this but it's the only way that he'll reveal it." Lex said slowly pulling back on the trigger. "Goodbye."

The bullet shot out of the gun heading straight towards Nova's heart. She watched as everything changed to slow motion. Bill ran into the room seeing the bullet right at Nova's chest.

"No!" Bill yelled running towards Nova but was too late and could only catch her body.

**End Video…**

The video changed back to Franz Hopper in his Lyoko form. Bill and Hayata looked at each other.

"Well, isn't that something." said Bill.

"It's your choice whether she lives or dies." explained Franz Hopper. "But in the end someone will die."

"So, I'm going to choose who dies." replied Bill.

"Yes." Franz replied.

--

Jeremy was working on his laptop when it began beeping to inform him of something.

"This is just great." he said typing even faster than he was.

**A/N: Hayata Ishiyama has returned from the Shadow Realm where he was held captive for several weeks. And he helped Aelita. What's with this changed future for the Lyoko Warriors? Can Bill stop it from happening or will Xana and his gang stop the Lyoko Warriors? Well until next update.**


	10. Forbidden Enemies Part 2

**Disclaimer: I do not own Code Lyoko or anything in the DC Universe.**

**Guest Starring: Kara Kent, Lex Luthor, Bizarro, Zod and Lionel Luthor**

**Forbidden Enemies Part 2**

Bill and Hayata Ishiyama were in Computer Lab of the factory. The message from Franz Hopper was over and the elevator could be heard coming down.

"I have to go." Hayata said disappearing into thin air.

The elevator opened up as Lionel Luthor steeped out into the Computer Lab.

"How does it feel to be a Kryptonian?" he asked looking at Bill.

"Kind of cool." Bill answered smiling.

"If you need anything just call." Lionel stated.

"Thank you." Bill replied.

"I should say however now that Lex has bought Kadic, he will be after you and your friends." explained the elder Luthor.

"Then it looks like I'll be paying his office a visit." Bill said walking towards Lionel. They both entered the elevator together.

--

William walked back into the gates of Kadic Academy. He saw Nova and Kara talking to Lex outside the cafeteria.

"William." Nova called seeing the boy.

Lex turned around to see the boy walking towards them. William had his hands in his pockets.

"You must be William Dunbar. Hi, I'm Lex Luthor." Lex said sticking his hand out.

"Yeah, I know. You almost hit a friend of mine." William replied ignoring Luthor's hand.

"Ah, yes. Now I remember. Have you learned to stay out of the street?" Lex smirked.

"You smirk now, but you won't be smirking when you meet my best friend." William stated walking past Lex over to Kara and Nova.

"I've had enough of this." said Lex walking away.

--

The Brain InterActive Construct was standing atop a building in the city not too far from Kadic Academy.

"Zod, will be reborn." he whispered to himself as Xana appeared behind him.

"Would you like me to do it?" Rob/Xana asked.

"Shortly. I'm going to send our other friend to a disclosed and then I have to pay someone a visit." explained Brainiac.

"Really. Who would this someone be?" asked Xana.

"Someone close to the one we've been watching." Brainiac replied.

A blue and white blur tackled Xana off the roof. The Brain InterActive Construct looked over and didn't see anything.

"It's time." Fine stated flying off.

In the air Xana had been attacked by B-Nova. She was punching Xana in the jaw with lefts and rights.

"You have gotten weak for being a bizarre double." Xana said receiving punches to the face.

"_You're a fool, Xana_. _You should of never trusted Brainiac and Lex Luthor." _B-Nova replied.

The two super beings landed on the ground. B-Nova stood before Xana ready to finish him. B-Nova pulled her fist back and was caught by a man behind her. She scoped him out seeing he was Clark only with a red shirt and blue jacket.

"_Clark." _B-Nova smiled.

He smirked at her turning to stone because of the sun. "No." he said blasting her with heat vision causing her to melt.

"Nice one." Xana said getting up as the evil Clark walked into some shade turning back to normal.

"Remember I'm Bizarro. A Phantom that was trapped in the Phantom Zone." he explained flying away in the sky.

--

On Lyoko in the Forest Sector, Xana's monsters began to form lines around a tower that had a white aura on the outside of it. It began to change to a red aura.

--

In Lex Luthor's office at Kadic Academy. He sat at his desk on a laptop. A knock cam at the man's door.

"Come in." he ordered.

The door opened as a boy with black hair wearing jeans, a red shirt and a black jacket walked in. he stared at Lex.

"You." the billionaire said staring at him.

"That's a nice way to say hi to someone." Bill replied.

"So, what is the valiant Lyoko Warrior as you call yourselves doing here?" asked Lex.

"I just came to talk." Bill said walking towards the desk.

"Really, what about?" replied Lex.

"I want you to leave my friends alone." stated Bill.

"And why would I do that? All of you intrigue me." Lex smiled.

Bill looked the billionaire in his eyes. "Lex, I know the thing you've wanted most in your life is for a friend to be honest with you."

"What's it to you?" asked Lex.

"If you leave us alone then I'll tell you everything you want to know." said Bill sighing.

"You would tell me everything about your gang." Lex responded standing up.

"Yes. I want to be your friend." Bill nodded sticking his hand out.

"You got a deal." Lex replied shaking Bill's hand.

--

Xana's host made it to the factory after he was attacked by the now destroyed B-Nova. He stopped on the bridge. Rob's eyes began to turn red with the Eye of Xana.

"Must help them." he muttered dropping to his knees.

A Xana ghost started to emerge from Rob's ears. His eyes began to change back to normal as the entire ghost was released from his body. Rob fell to the ground.

--

In his Dorm room, Jeremy worked hesitantly sending all the information he could to Oliver Queen. William walked into the room.

"Oh, hey, William." Jeremy said glancing at the boy.

"Hey." William replied.

"What can I do for you?" Jeremy asked not turning away from the supercomputer.

"We need to talk about Xana and his plan that he's come up with." William stated sitting down.

"There's nothing we can really talk about since we don't know what it is." Jeremy replied.

"I know what he's planning." said William.

Jeremy turned around to face William Dunbar, who was sitting on the boy genius' bed. "You know what Xana's plan is." he said surprised.

"To bring Zod back." stated William.

"How do you know?" asked Jeremy.

"Because I am Zod." William said smirking as he grabbed Jeremy by his shirt.

--

Aelita was back in her dorm room or at least walking into her dorm room after being saved in the Wreck Room. The pink haired girl walked in and closed her door. She sat down on her bed.

"Hello, Ms. Schaeffer." a voice said causing Aelita to look towards the door.

"How do you know that name?" Aelita asked seeing Lionel Luthor.

"Waldo Schaeffer used to work for me in my technical department at LuthorCorp." explained Lionel.

"You mean my father worked for LuthorCorp." Aelita replied interested.

"Yes." Lionel nodded. "He was a very interesting fellow, however he kept secrets to himself about his work."

"I guess so. I would keep stuff to myself if I worked for someone like you." stated Aelita.

"Ha. None of you ssem to trust me but your son, Bill, he does." replied Lionel.

"What do you want, Mr. Luthor?" asked Aelita surprised that Lionel knew about Bill.

"Ha." Luthor smiled. "If you follow everything that I have to say, you will save this planet."

"And if I choose not to." Aelita responded hesitantly.

"I will kill your son." Lionel stated in a serious tone.

"You can't kill him." Aelita replied getting angry.

"I can and I will." Lionel replied. "That is if you don't follow my instructions."

Just then Aelita' laptop started beeping indicating the Super Scan had just picked up an activated tower in the Forest Sector.

"I think you should call your friends." Lionel added before walking out.

--

Zod, who was possessing William's body had Jeremy in hand as he flew through the sky away from France.

"William, why are you doing this?" Jeremy asked confused.

"William is gone. I am Zod." he replied as they continued to fly away.

**A/N: William has been possessed by the evil Zod and now has a hold of Jeremy. Can the Lyoko Warriors stop this evil creature? Bill has gone to Lex Luthor and made a deal. How does he expect to get out of this one? Lionel has threatened Aelita by saying he will kill Bill if she doesn't do what he says. Will she listen? And last but not least someone has finally destroyed B-Nova once and for all will their bare eyes I guess you can say. Could this spell trouble for the Lyoko Warriors? Until the next update.**


	11. Brainiac's Plot Part 1

**Disclaimer: I do not own Code Lyoko or anyone in the DC Universe.**

**Guest Starring: Kara Kent, Brainiac, Jor-El and Zod**

**Brainiac's Plot Part 1**

Nova and Kara were outside of Kadic Academy still, when Bill walked out of Lex Luthor's office.

"Bill, what were you doing in Lex's office?" asked Nova.

"Don't worry. I didn't tell him anything." replied Bill.

Nova's phone rang. She answered. "Hello."

"Meet us at the factory. Xana's launched an attack." Aelita ordered.

Bill could hear this conversation thanks to his super hearing he got from Kara but Jor-El's voice started talking. "Go to Metropolis and fight Zod. He has your father."

"Bill turned to Nova and Kara. "Go to the factory. I have something else to do.""I want to come with you." said Nova grabbing Bill's hand.

"Let her go. I'll go meet the others." Kara replied.

"Ok. Hang on." Bill said as Nova put her arms around him. The two rose into the air as Bill took off flying.

"Good luck." said Kara.

--

At the factory Aelita, Ulrich and Odd arrived to find Rob passed out on the bridge.

"What do we do with him?" asked Odd seeing Rob's lifeless body.

"Help him to the Computer Lab." replied Ulrich as he started to pick Rob up. "Give me a hand, Odd."

"Right." Odd said helping Ulrich carry Rob to the factory.

--

William/Zod dropped Jeremy on top of LuthorCorp Plaza. The possessed boy landed before him.

"William, why are you doing this?" Jeremy asked as Zod stood before him.

"I told you. William Dunbar is dead. I am General Zod." he replied crossing his arms.

Brainiac landed next to Zod on the roof of LuthorCorp. Jeremy looked at both cringing in fear.

"Well, if it isn't the technical advisor of the Lyoko Warriors." the Brain InterActive Construct stated.

"What do you want with me?" asked Jeremy standing up.

"I want your knowledge." Brainiac answered smirking.

"And I want world domination." Zod replied.

"So does Xana. That's no surprise." said Jeremy.

"Silence." ordered Brainiac.

--

In the Computer Lab, Aelita was sitting in front of the supercomputer checking the coordinates for the activated tower.

"This is one heavy guy." Odd complained as he and Ulrich put Rob down.

"Do you ever not complain about anything?" retorted Ulrich.

"I don't complain about food." replied Odd.

The elevator opened up. Yumi and Kara walked into the Computer Lab where Aelita, Odd, Ulrich and Rob were.

"Where's Nova and Bill?" asked Aelita.

"They went to fight Zod." answered Kara.

"Rob woke up and stared at the others. "Zod has Jeremy."

"Then let's get going to Lyoko." declared Ulrich.

"I'll do the virtualization process." stated Rob.

--

Back on top of LuthorCorp plaza Brainiac, Zod and Jeremy stood in triangle formation.

"It's time to take all that I need form your mind." said Brainiac walking right in front of the boy.

"No, you can't." Jeremy said backing up but bumped into Zod/William, who used super speed to get behind him.

Brainiac put his hand out as liquid-like vines came out and started to enter Jeremy's head. A hand grabbed the Brain InterActive Construct's arm.

"Let go of him." Bill ordered punching Brainiac in the face. The kryptonian experiment flew off the building and flew away.

"You. Who are you?" asked Zod/William staring at Bill.

Bill turned around to face Zod. "William, what's wrong with you?"

"I am Zod. William is no more." Zod replied.

"I'll bring William back no matter what." Bill declared.

"Not with her help." Zod said as he spun around to punch Nova in the gut.

"Nova!" Bill yelled as Nova hit the ground.

"Bill, there's no way you can stop him. He's too strong." Jeremy stated backing away from Zod.

"I think I can take him." Bill said using his super speed to punch Zod in the face.

"How are you going to beat me when your entire group isn't even a hundred percent?" Zod asked confusing Bill.

"What are you talking about?" asked Bill.

Nova was back to her feet. Zod/William sensed this and flew off with Jeremy in hand while Bill watched from LuthorCorp.

"I'm sorry, Bill." Nova said pulling her box out that contained Kryptonite and opened it making Bill drop to the ground.

"Nova, why are you doing this?" Bill asked as he laid in pain.

"It's the only way to stop all of this. And if that means killing you then by all means I'm going to do it." Nova explained laying the Kryptonite on Bill's chest.

"D-Don't d-do th-this." Bill pleaded.

"I love you." Nova replied kissing him and then walking away.

--

At the factory Rob was setting up the virtualization process while Aelita, Yumi, Odd and Ulrich went to the Scanner Room. Kara stood next to Rob at the Supercomputer.

Ulrich, Odd and Yumi entered the scanners first. "Transfer, Ulrich. Transfer, Odd. Transfer, Yumi. Scanner, Ulrich. Scanner, Odd. Scanner, Yumi. Virtualization."

"Rob, make sure you send the vehicles." informed Aelita before she got in the scanner.

"Already working on it." Rob replied.

The scanners door closed with Aelita inside. "Transfer, Aelita. Scanner, Aelita. Virtualization."

--

The four original Lyoko Warriors landed in the Forest Sector. The Overboard, Overbike and Overwing were waiting for them. They got on their respective vehicles and started for the activated tower.

"Hopefully, Bill can handle General Zod." said Aelita holding onto Yumi on the Overwing.

"I wish I could of seen the fight." replied Odd. "I've always wanted to meet General Zod."

"I bet he's meaner in person." retorted Ulrich.

--

Nova was walking down the streets of Metropolis by herself. She looked both ways to make sure no one was following her.

"So, you think just because you turned on your friend we're going to let you walk away." a man said from behind Nova.

She turned around but no one was there so she turned around again and saw the Brain InterActive Construct standing before her.

"What do you want?" Nova asked backing away from the evil Kryptonian experiment.

"I want many things. First off, I want to make Earth the new home of Krypton. And with Xana's help I can do that." Brainiac replied with a sly smile.

"Then, why are you after me?" Nova replied.

"Originally, I thought you were the only way that I could get rid of Bill. But now I can use you to break the rest of the group up." Brainiac explained as he walked around the blonde haired girl.

"You'll never get me to do anything." Nova said getting ready to punch Brainiac.

"You don't have a choice." Milton Fine replied as liquid vines came out of his hand and went inside her head.

--

On Lyoko the gang met up with some Tarantulas, Krabes, Kankrelats and Hornets.

"It's got to be bug day." Odd stated firing arrows at the various monsters.

"All of Xana's monsters are either bugs or fish." Ulrich replied using his sabers to block the lasers.

""Expect, wait, no. did we ever figure out what the Kolossus is?" asked Odd.

"I think he was some sort of bug." answered Ulrich.

"Just be glad we don't have to put up with that." stated Yumi deflecting lasers with her metal fans.

"I wouldn't get too comfortable because I just found the Kolossus on screen." replied Rob sitting in front of the supercomputer.

"Your joking, right." said Odd.

A huge arm emerged from the Digital Sea. Followed by a huge head that popped out.

"You've got to be kidding me. First Zod and now this." said Ulrich annoyed now.

"What else could go wrong?" asked Yumi.

"Hope Bill is ok. We may need him." said Aelita.

--

Meanwhile on top of LuthorCorp Plaza, Bill lie with Kryptonite on his chest slowly dying.

"H-Help m-me." he gasped as his eyes closed.

**A/N: Nova has turned on Bill and left him for dead by Kryptonite but has that possibly cost her and her friends her life? Now the Lyoko Warriors have joined forces once again with Rob who's informed them that the Kolossus has arrived on Lyoko but can they stop him? And Brainiac has captured Nova with his powers. Can anyone save the poor girl from his grasp? Until next update.**


	12. Brainiac's Plot Part 2

**Disclaimer: I do not own Code Lyoko or anything in the DC Universe.**

**Guest Starring: Lionel Luthor, Brainiac, Zod, Clark and Kara Kent, Green Arrow, Impulse, Aquaman, Cyborg and Black Canary**

**Brainiac's Plot Part 2**

Kara and Rob watched the others on Lyoko from inside the Computer Lab. The elevator opened up and Nova entered the room. Kara noticed her eyes were completely white.

"What did Brainiac do to you?" she asked knowing she wouldn't get a response.

"She will be fine. I just needed to talk some sense into her." Brainiac explained. Kara turned around and got smacked into a wall.

"You want to try that to me." said Rob getting out of the computer chair.

"Why would I hurt someone on my side?" stated Brainiac.

"Because I'm not." Rob replied punching Brainiac in the face.

"Not to smart." Brainiac stated kicking Rob in the gut.

--

Bill was still on the roof of LuthorCorp Plaza laying on the ground because of the Kryptonite.

The door of the roof opened as Lionel Luthor and Clark walked out on to the roof.

"Stay, Clark." Lionel ordered seeing the Kryptonite on Bill's chest.

"Help m-me." Bill whispered in pain.

Lionel ran over to Bill and took the Kryptonite off and put it in a box. "Are you ok, son?"

"Bill, what happened?" asked Clark walking out.

"I came to fight Zod, who had my father and Nova used Kryptonite on me." Bill explained as Lionel helped him up.

"Where's Zod now?" Lionel asked.

"No idea." answered Bill.

"How about Brainiac?" replied Clark looking around.

"I punched him and he flew off." said Bill.

"I'll find Brainiac. You go after Zod and Lionel call Oliver." stated Clark.

"Ok." replied Lionel.

--

On Lyoko the Kolossus had fully appeared before the four Lyoko Warriors. Odd was on the Overboard trying to dodge the arms of the huge monster.

"Having fun, Odd." said Ulrich riding around Xana's other monsters on the Overbike.

"Your not funny, Ulrich." Odd replied going under the huge left arm of the Kolossus.

"Guys, this isn't the time for joking. This is serious now that the Kolossus is here." stated Yumi, who was on the Overwing with Aelita.

"I'm also here as well." a voice announced over the communications.

"That sounds like…" Odd said shocked.

"Brainiac." finished Aelita.

"Very perceptive. And I even have your blonde haired Lyoko friend here, too." Brainiac replied.

"Nova, are you ok? Asked Yumi concerned for her cousin.

"She doesn't feel like talking right now." said Brainiac with laughter.

"What did you do to her!?" yelled Ulrich.

"The same thing I'm going to do to you." answered Brainiac.

The Brain InterActive Construct had the headset on down in the Supercalculator Room. He stuck his hand out as liquid-like vines came out and entered the super calculator making all of Lyoko freeze.

"How do you like that Lyoko Warriors?" Brainiac laughed.

--

Zod/William landed with Jeremy in front of a house. He dropped the boy on the ground.

"What did they do to you?" asked Jeremy fixing his glasses.

"Nothing. I am General Zod and your race will fall before me." Zod/William replied.

"Not if we can help it." said Green Arrow as he, Aquaman, Cyborg, Impulse and Black Canary came from above.

"Who are you?" Zod asked puzzled about the men in suits.

"Your worst nightmare." Impulse stated running circles around Zod with his super speed.

"So your fast. Big deal." Zod replied.

"Take this!" said Green Arrow firing one of his arrows at the Kryptonian.

"Nice try." Zod said grabbing the arrow and disintegrating it.

--

Lex was in his office at Kadic Academy, he didn't know that Brainiac and Xana had started an attack. His father walked in.

"Lex, this has to stop. Your ruining innocent kids lives." Lionel pleaded standing before his son.

"They destroyed one of our 33.1 Labs, along with the Green Arrow and his men." Lex replied.

"Kids wouldn't dare break into something like a lab." Lionel replied.

"Why do you care so much, Dad?" Lex asked.

"I don't want to see you get hurt." said Lionel.

"I'm not going to get hurt, dad. So you don't have to worry about me." Lex said getting out of his seat.

"Lex, you don't know what your getting yourself in to." Lionel said walking out.

--

Back at the factory Brainiac sat in the computer chair while Nova stood still with her eyes completely white.

"Brainiac!" Clark yelled jumping down from the ceiling.

"Kal-El. How nice of you to join us." the Brain InterActive Construct replied turning in the chair.

"This ends now." Clark stated getting ready to fight.

"You actually expect to beat me. Kal-El, you've never been able to beat me." said Brainiac.

"I don't expect to. I will." Clark replied.

"Not when I have this." Brainiac stated pulling out Kryptonite. Clark collapsed to the floor.

--

Zod/William was preoccupied with Green Arrow, Impulse, Aquaman, Cyborg and Black Canary out in the city as Jeremy watched.

"You five are just distractions. You pose no challenge." Zod stated laughing at Green Arrow's team.

"I'll take him." Impulse said running straight to Zod only to get punched in the face. Zod used his super speed to punch out the rest of Green Arrow's team.

"This guy isn't even human." Jeremy said watching the destruction caused by Zod.

--

Back at the factory down in the Computer Lab the comatose Nova stood still as Brainiac worked on the supercomputer. The evil Kryptonian experiment turned in his chair to look at Clark and then at Nova.

"What's this?" he said as Nova's hands filled with flames.

"Lyoko forever!" the blonde Lyoko Warrior yelled blasting the Brain InterActive Construct out of his chair.

"Milton Fine stood back up. "Very impressive but how did you do that in a comatose state?"

Nova's eyes returned to normal. "Because your little spell has worn off."

"How?" asked Brainiac.

"I'm a Lyoko Warrior. That's all you need to know." Nova replied.

"I would normally have said that your Project Nova but the Phantom destroyed her." Brainiac explained.

"Phantom?" Nova questioned.

--

On Lyoko Ulrich, Odd, Aelita and Yumi along with Xana's monsters were frozen where they stood thanks to Brainiac's tampering with the supercomputer.

--

In the city Zod/William stared at Jeremy while the Green Arrow, Impulse, Aquaman, Cyborg and Black Canary were on the ground.

"And now I will finish you off." Zod said walking towards the boy genius of the Lyoko gang.

"Leave him alone!" Bill yelled from behind Zod.

Zod/William turned around. "You. But how did you survive?"

"None of your business." Bill replied.

"Then let's do this." Zod stated smirking at the son of Jeremy and Aelita.

"Let's." Bill smirked back.

The two superpowers ran full force into each other and rose up into the sky giving each other lefts and right to the face.

"How did Bill get those powers?" Jeremy asked staring up at the two blurs because they were moving too fast.

"Give it up, Zod. You can't win." Bill proclaimed punching Zod/William in the jaw knocking him to the ground creating a huge crater.

Jeremy watched as Zod got back to his feet. "Looks like my son packs quite a punch."

"Halt!" a voice ordered. Zod looked over and saw a girl with brunette hair wearing a red shirt and black skirt.

"Why does a little girl want to get involved with this for?" Zod asked smirking at the girl.

"I may not be able to see you but I can tell your evil." the brunette stated.

"What does this girl think she's doing?" Bill asked himself while he landed on the ground behind Zod.

"It's ok. I'll be fine." a voice said inside Bill's head.

"Wait, your telekinetic." Bill said confused.

"Yes, I'm William's new friend, Nicole." the girl answered.

"If your blind how do you intend to defeat General Zod?" asked Bill.

"Like this." she said sticking her hand out towards Zod.

"Look at this. She's giving me her hand." Zod laughed walking towards her.

"Bye-Bye, Zod." Bill laughed with a smirk.

"Huh." Zod turned back to Bill.

A beam shot out of Nicole's hand blasting Zod/William in the back. "AH! No!" he yelled as the entity known as Zod left William's body causing him to collapse.

"Nice job." Bill said as the blind girl collapsed as well. Bill ran with super speed to catch her before she hit the ground.

**A/N: Well I decided to update again and well I have come to the conclusion that I will have this entire story done by the end of October. However I do plan on writing a third story tying everything in the first two stories together. So without further ado here's the preview for it.**

**A Long Fought Battle Against A Villainous Virus Has Come To An End…**

"We're back."

"You guys look weird older."

**How Can They Move On With Fallen Allies?…**

"I can't believe it. He's gone."

"Both of them."

**The Same Gang of Friends Unite Again For The Salvation Of Earth…**

"Who are they?"

**And A Secret So Terrible Will Finally Be Revealed…**

"Years ago I created something I thought was a failed experiment."

"What happened to it?"

**A Team Will Rise From Hiding…**

"There's five of them. We can take them."

"No, there's six."

"There's one for each of us."

**Two Teams Will Clash In A Battle That Is Beyond Lyoko…**

"We're the good guys. We can help you."

"It's all his fault."

**The Biggest Mystery In Lyoko History is About to Unfold…**

"How could you of all people be behind this?"

**A Heroes Dark Side Will Return To Aide Him In His Time Of Need…**

"So, this is the way it has to be?"

"I'm sorry. I didn't know it would end this way."

**Worldwide Chaos Is At Hand And It's The Destiny Of One To Stop It…**

**No More Xana In Their Way…**

**Warriors Stronger Than Them Will Step Forth For Battle…**

"How can we stop something that has no weakness?"

**All Things Must Come To An End…**

**In The End Who Will Be Left Standing…**

**Code Nova: Rise of the Six Superhumans**

**A/N: Unfortunately I don't have a definite start date for that story but it'll be epic. So, it looks like William's been saved by Nicole but how did she do it? Will Nova and the rest of the Lyoko Warriors be saved? Until Next Update.**


	13. Brainiac's Plot Part 3

**Disclaimer: I do not own Code Lyoko or anything in the DC Universe.**

**Guest Starring: Clark, Kara, Lionel Luthor, Brainiac, Green Arrow, Aquaman, Impulse, Black Canary and Cyborg.**

**Brainiac's Plot Part 3**

Bill held Nicole in his hands. Jeremy ran over to William's motionless body that was on the ground. Green Arrow, Impulse, Cyborg, Aquaman and Black Canary got up from being knocked out.

"Is William going to be ok?" asked Cyborg.

Jeremy turned to Green Arrow's team. "He should be fine. He's just weakened from being possessed by Zod." the boy genius explained.

"Here, take her." Bill said handing Nicole to the Green Arrow.

"Where are you going?" Oliver asked staring at Bill.

"To find Brainiac." Bill answered speeding off.

--

At the factory Nova was face to face with the Brain InterActive Construct in the Computer Lab.

"I found a way to stop your friends from deactivating the tower." Brainiac proclaimed with a smirk.

"We'll stop you even if I have to do it myself." Nova replied.

"Your not alone, Nova." a voice said as her father, Hayata Ishiyama appeared in the Computer Lab.

"Dad, what are you doing here?" she asked confused.

"Bill, showed me the way." Hayata replied walking over to his daughter to hug her.

""It's great to have you back, Dad." Nova replied pulling her father in.

"How lovely. A family reunion." Brainiac laughed.

"We'll fix you." Nova's dad said taking the Kryptonite off of Clark's chest.

"It's over, Brainiac." the red and Blue Kryptonian said tackling the Brain InterActive Construct up the ladder in the Computer Lab.

""Nova, we need to restart Lyoko." Hayata said sitting at the supercomputer.

"Are the Scanners operational?" asked Rob getting back to his feet.

"Yes." the older Ishiyama replied.

"Send me. I can restart Lyoko." Rob ordered walking to the elevator.

"What can you do?" asked Nova.

"I am the Brain of Xana. I can control Lyoko." Rob replied angrily.

--

Outside the factory, Clark and Brainiac began fighting all over the place.

"Brainiac, your finished. I'm gonna take you down for everything you've done!" Clark yelled angrily punching Brainiac in the face knocking him into a tree.

"Kal-El. I was created to bring Krypton to Earth." Milton Fine said standing up.

"Well, I'll stop you." Clark said swinging at Brainiac who caught Clark's fist and punched him back.

"I don't think so." Fine laughed.

The Brain InterActive Construct was tapped on the shoulder, turned around and got nailed in the face with e a punch by Bill.

"I do." Bill smiled.

--

Down in the Scanner Room, Rob was waiting, standing inside a scanner for Hayata to virtualize him on the virtual world of Lyoko.

"Is it set up yet?" asked the Brain of Xana.

"Almost." Nova answered as her father set up the virtualization process.

The scanner door closed up keeping Rob inside of it. "Transfer, Rob. Scanner, Rob. Virtualization."

--

The Dark Knight of Xana landed in the Forest Sector. He was frozen where he was at. Unable to move. Rob's eyes began to turn red as well as a red aura began to glow around him.

Odd, Ulrich, Aelita and Yumi started to move again. The four Lyoko Warriors looked towards the red aura of Xana's Dark Knight.

"Look, it's Rob. What's he doing?" asked Odd pointing towards the boy.

"I don't know. He's glowing." replied Aelita staring up.

The Eye of Xana appeared around Rob's body. He began to start moving again.

"I will not die an evil man. I will die a Lyoko Warrior." Rob smirked as his entire body was engulfed with a glow.

"Rob! Don't do it!" Ulrich yelled pulling his sabers out as Xana's monsters reawakened.

"Go to the tower, Aelita." Rob ordered.

The pink haired elf girl got on the Overwing and headed towards the tower. She went as fast as possible.

"I'm finally getting Xana out of my life for good." Rob declared.

The Kolossus walked over to Xana's Dark Knight and grabbed him with it's hand.

"Why are you doing this, Rob?" asked Yumi.

"To save you." he answered while the Kolossus walked him towards the Digital Sea. "What are you doing Xana?"

The Kolossus started to glow as well thanks to Rob. It raised Rob above it's head.

"Laser Arrow!" Odd said firing at the Kolossus.

The large creature stood there and took the arrows to the back, standing there like they were flies.

"Bye-Bye, Kolossus." Rob said as both fell into the Digital Sea, exploding as they hit the Sea.

Ulrich, Odd and Yumi dropped their heads watching the destruction of Rob. Their rival and friend was gone thanks to his sacrifice and Xana.

--

Back outside Brainiac was back up to his feet. The Brain InterActive Construct looked at Bill.

"You stand no chance against me." Brainiac said before he ran off at super speed.

"Clark, are you ok?" asked Bill looking at the Kryptonian.

"Yeah, let's go see if the others are ok." replied Clark as they walked into the factory.

Jeremy, Green Arrow, Aquaman, Cyborg, Impulse, Black Canary and William carrying Nicole were on the bridge of the factory heading inside.

--

Back on Lyoko, Aelita was in front of the activated tower. The pink haired elf walked inside. Aelita went to the center of the platform and rose to the second one.

Aelita…

Code… Lyoko…

"Tower deactivated." she whispered as the screens of data went down around her.

--

Several minutes later everyone was gathered at the factory in the Computer Lab.

"I was going to do a return to the past but I don't think it's necessary." stated Jeremy.

"Zod's gone, the tower's deactivated and Brainiac fled away." said Bill.

"And Rob's gone." Aelita replied causing an uneasy silence in the room.

"Ah!" said Nicole waking up from the attack she used on Zod.

"Your awake." said William.

"William, is that you?" asked the blind girl.

"Yup." replied William.

Bill was on his knees. He never thought that his own cousin would be killed by Xana. The boy's pink haired mother put her hand on her son's shoulder.

"At least he left us as a Lyoko Warrior." Ulrich added walking over to Bill.

"Um, not to change the subject or anything but shouldn't I get my abilities back." said Kara.

"Yeah, Zod was sent away." added Clark.

"No idea." replied Bill looking at the two Kryptonian cousins.

--

Later that night Bill, Aelita and Jeremy met in the computer genius' dorm room to talk to each other. Bill sat against the wall and Jeremy and Aelita sat on the bed.

"So, why do you have Kara's abilities?" asked Jeremy.

"Jor-El switched them over to me so I could fight Zod." explained Bill.

"Oh." Jeremy replied.

Aelita's phone rang and she answered it. "Hello, Ms. Stones." a voice said as soon as she answered.

"What do you want?" the pink haired girl asked.

"Meet me in the forest in 20 minutes." the man ordered.

"Ok." she replied hanging up. "I have to go. See ya." she said walking out.

"Wonder what that was about." Bill and Jeremy shrugged.

--

On Lyoko the Desert Sector was peaceful for the time being. The Digital Sea started to emerge from below. A black, orange and blue goo started to rise from the void. The goo began to form a hand still in the goo form.

"_Ragh!" _a monster roared rising from the Digital Sea.

**A/N: Another action packed chapter. Rob has sacrificed himself for the Lyoko Warriors, Hayata Ishiyama has returned to his daughter and now Aelita has a secret meeting. William is back to his old self again and Nicole now knows about Lyoko. Can the Lyoko Warriors somehow protect the world from the new dangers that have emerged through their victory? Until next update. **


	14. A Love of Different Races

**Disclaimer: I do not own Code Lyoko or anything in the DC Universe.**

**Guest Starring: Lionel Luthor, Jor-El and Kara Kent**

**A Love of Different Races**

Everyone was asleep at Kadic Academy except Bill, who was walking through the woods by himself. He was wearing his red shirt and jeans but not his black jacket. The son of Jeremy and Aelita was thinking about Rob being gone.

"Why did he have to do it?" Bill wondered.

"Things happen for a reason." a voice said in his head.

"Jor-El." Bill replied. "If Zod has been defeated why have you not given Kara her powers back?"

"There is a much stronger force working with Xana that you have yet to meet. The Brain InterActive Construct has brought it back to life." Jor-El explained.

"Who or what is it?" Bill asked but there was no reply.

"Bill." a voice said. Bill turned around to see Kara. "What are you doing out so late?"

"Oh, Kara. I was just thinking." Bill replied.

"I see. So, what happened to Nova that she was with Brainiac at the factory?" the blonde Kryptonian asked.

"She used Kryptonite on me so she could kill me." Bill explained.

"Why don't you take me around for a fly around the world and we can talk about it?" said Kara putting her arms around Bill.

"Ok." the boy said flying off with Kara in his arms.

--

Aelita was in her room trying to sleep but the only thing she could think of was the meeting she had earlier that night.

**Flashback…**

The pink haired girl was in the woods waiting for someone. Lionel Luthor appeared behind her.

"Sorry to keep you waiting Ms. Schaffer." Luthor said startling her.

"Make up your mind what your calling me." Aelita replied. "What do you want?"

"Just to talk." Lionel stated.

"About what?" Aelita asked.

"What we talked about the other day." replied Luthor.

"Lionel, Aelita." a voice said as Clark walked up to them with a red shirt and blue jacket on.

The two looked over. "Clark."

"Clark, son. What are you doing here?" asked Lionel.

"To talk about Bill." Clark answered.

"What about him?" asked Aelita confused.

"Even though he has a good heart I think that somebody needs to keep an eye on him." explained Clark.

"What do you think he's going to do?" Lionel asked curiously.

Clark looked puzzled. "I think he's secretly working with Lex."

"Why would he work with Lex?" Aelita said surprised.

"To save his family and friends." Clark replied.

"Then you should be the one to watch him, Clark." said Lionel as Clark nodded.

"I'll keep in touch, Lionel." Clark said walking away.

"Ms. Schaffer, we'll talk later. I didn't expect that little confrontation." said Lionel leaving as well.

**END Flashback…**

--

Clark was in the woods still walking through the woods. The Kryptonian had a slight smile on his face as he walked into some sort of building at the end of the woods. When he got inside Brainiac was waiting. The lights were shined throughout the room.

"How did it go?" the Brain InterActive Construct asked.

"As expected. Lionel and Aelita think that I'm Clark." he replied as his face, body and hands turned to stone.

"But they don't know your actually the Phantom." Brainiac replied smiling.

--

Ulrich and Odd were in their room ready to go to sleep. Both boys were laying in their respective beds.

"Ulrich, I think it's kind of cool that Bill has Superman-like powers." said Odd amused by it.

"Yeah, but I don't think Nova's happy about it." replied Ulrich sitting up.

"Why wouldn't she be happy about it?" stated Odd confused.

"I think it's because he's falling for Kara." explained Ulrich.

"Every time you turn around those two always have a problem." Odd said looking up at the ceiling. "We should do something."

"Yeah, but what?" asked Ulrich.

"I have no idea." said Odd leaning forward.

--

At the factory down in the Scanner Room, one of the scanners started to operate. It opened up. A bluish orange liquid started coming out in the form of a body.

"_Ragh!" _the creature screamed as it emerged from the scanner.

--

Nova sat in her room by herself. The blonde haired girl was wearing grey sweatpants and a blue hoodie. She looked up to the ceiling.

"One day I will welcome you back." Nova said to herself.

"What's wrong, Nova?" asked Hayata appearing behind her.

"Dad, I was just thinking." replied Nova startled.

"About Bill." said Hayata sitting down next to his daughter.

"Yeah." Nova smiled.

"I know he's a nice guy but you have no choice but to kill him." explained Nova's father.

"But why?" asked Nova confused as to why Bill had to die.

"He's a dangerous threat to everybody especially us." answered Hayata.

"I refuse to kill him father." said Nova standing up.

""I'll tell you this if you don't kill him then I don't have a daughter anymore." replied Hayata disappearing.

"I can't kill him. One day he'll come back to me but today is not the day." Nova said to herself grabbing her box of Kryptonite.

--

On the other side of town inside of a really nice house, a brunette girl laid in her bed. She may have been blind but she knew of the thing she had done to General Zod.

"I have to talk to the one they call Bill." she thought to herself laying there in her bed.

--

Jeremy Belpois was as usual up late working on his laptop and talking to Oliver Queen, who was back at his headquarters in Metropolis.

"So, when are you going to move the supercomputer?" asked Jeremy.

"I'm not. There's no place big enough to put it." explained Oliver.

"Then, what's going to happen if Lex finds it?" said Jeremy.

"We'll just have to hope he doesn't." replied Queen.

"Ok." said Jeremy.

--

At Lex Luthor's Mansion, Lex sat in his office. A glass of champagne in his hand drinking.

Lex looked at his phone which received a message. "Ha. Looks like things are working perfectly."

"Does that surprise you?" asked a voice.

"Xana, I wasn't expecting you." replied Lex startled.

"Who were you expecting?" Xana asked.

"Someone in human form." said Luthor.

"Sorry, I had to dispose of my human form." explained Xana.

"I understand." Lex smiled.

--

Bill and Kara landed on the top of a building together. Kara walked over to the edge of the top.

"What's wrong, Kara?" Bill asked noticing she was looking off the side.

"Nothing, I just miss having my powers. That's all." replied Kara.

"Oh, sorry. I didn't know I would have them this long." Bill said crossing his arms.

Kara sat down on the edge of the building. Bill looked straight ahead across the city. A big creature appeared behind him. Bill noticed it out of the corner of his eye. "Rob?" he said turning back but nothing was there.

"What is it?" Kara asked.

"Oh nothing. I thought I saw something." Bill replied.

**A/N: The Phantom has Aelita and Lionel looking after Bill but why? Is this apart of Brainiac and Xana's plan to stop the Lyoko Warriors? Also why does Hayata want Nova to kill Bill? Nova refuses because of her love for Bill but with the temptation of saving the world in sight will she cave in? Until next update.**


	15. Betrayal

**Disclaimer: I do not own Code Lyoko or anything in the DC Universe.**

**Guest Starring: Clark Kent, Jor-El, Brainiac, Lex Luthor and Bizarro.**

**Betrayal**

The Lyoko Warriors gathered in the cafeteria in the morning for breakfast. Bill sat quietly as the others talked about what Oliver Queen told Jeremy about moving the supercomputer. Aelita noticed Bill staring into space.

"What's wrong?" the pink haired girl asked.

"I think I saw something last night." the black haired superboy replied.

"What did you see?" asked Jeremy.

"Something that looked like the Kolossus but it was human size." explained Bill.

"There is no way the Kolossus can come to Earth." said Ulrich. "It's too big."

"Maybe something happened to it and Rob when it fell into the Digital Sea." said Yumi.

"That could be." Jeremy said fixing his glasses.

"I'm gonna go to the factory and check it out." stated Bill standing up.

"I'm going with you." added Nova.

"Ok." Bill smiled as they left together.

--

Sector 5, the home of the evil virus known as Xana was surprisingly quiet. Quiet with the exception of the human size Kolossus walking around.

The face of this Kolossus turned into a goo-like substance. It was dark and impossible for anyone to see the face or the entire head of the Kolossus.

--

It was the weekend so school was not in session for the Lyoko Warriors, who were outside hanging around under the trees in the courtyard. William stood with his hands in his pockets.

"So, do you know how Nicole's doing?" asked Yumi.

"I walked her home last night. She seemed to be fine." William replied.

A car pulled up and a woman got out and walked to the back door. She opened it up letting Nicole out. The women helped Nicole over to William and the others.

"Hey, William." the blind girl said cheerfully.

"Hey." William stated as he looked over to see Nicole.

"You must be Nicole's new friends. It's nice to meet you. I'm her mother." the woman stated smiling at the Lyoko Warriors.

"Hi, nice to meet you." the Lyoko Warriors replied.

"I'm Odd." the purple loving boy greeted.

"The names Ulrich." the brunette boy stated.

"My names Aelita." the pink haired girl replied.

"I'm Yumi." the Japanese girl said.

"Jeremy." the glasses wearing boy added.

"And I'm William." Dunbar finished.

"Well, it's nice meeting you but Nicole wanted to hang around with you today so I have to go." Nicole's mom replied walking back towards the car.

--

At the factory Bill sat at the supercomputer while Nova watched over his shoulder.

"Nova, why did you use the Kryptonite on me?" asked Bill while searching Lyoko for information.

"It's your fault all of this has happened. I figured if I got rid of you then it would end." Nova explained without even looking at the boy.

"Is it that or are you mad that I was with Kara?" Bill replied. "If it is then there's something you need to know."

"What's that?" Nova asked.

"There's nothing between me and Kara." Bill stated.

"Prove it." Nova ordered not convinced.

Bill turned in the chair stood up to look Nova in the eyes. Tears started to form because he couldn't believe that she didn't believe him. She stared back into his eyes and knew something was wrong with him.

"Your lying." Nova stated as she punched him in the face with her Kryptonite knocking him back into the chair unconscious.

"Goodbye." she added laying it on his lap before getting on the elevator.

--

In the center of the city, the Brain InterActive Construct stood among rooftops in search of something.

"It's going perfectly. Nova has betrayed Bill." a voice stated as the Eye of Xana appeared before Brainiac in the form of a cloud.

"Good, if we get rid of Bill the rest will be easy." Brainiac replied.

"Where is the Phantom?" asked Xana.

"He's about to perform a special task for me." explained Brainiac. "Which reminds me I have to go do something."

"Have fun." Xana stated as the Eye watched Brainiac fly into the sky disappearing.

--

Nova was outside the factory staring into space. Her hands began to shake uncontrollably. A dark shadow cam up behind her. The blonde haired girl turned around.

"Clark, it's you." Nova said seeing the man wearing a blue jacket and red shirt with jeans.

"Hey, Nova." the man laughed as his face turned to stone in the sunlight with a smirk. The superbeing used his superpowers to run away with Nova.

--

The Lyoko Warriors and Nicole were in Jeremy's room. William made sure to sit with "his" friend Nicole on Jeremy's bed. Jeremy was sitting in his computer chair. Ulrich, Odd, Yumi and Aelita were scattered around the rest of the room.

"Alright, Nicole. You have to promise not to tell anyone about this." said Jeremy not looking at her because there was no point.

"I promise." the brunette girl replied.

"Guys, we have to plan our next offensive against Xana, Lex and Brainiac." explained Jeremy.

"We know. The only thing is how do we bring the attack to them?" asked Ulrich.

"By teaming with Green Arrow, Impulse, Aquaman, Cyborg, Black Canary, Clark and Kara." stated Odd.

"Nice one, Odd. That's the smartest thing I've ever heard you say." replied Yumi.

"Ha." the purple wearing boy laughed."

"I'll call them and set up a meeting at the factory." said Jeremy grabbing his phone.

--

Back at the factory in the Computer Lab Bill was still knocked out in the chair with Kryptonite sitting on his lap. A bluish- orange goo started rising from the ladder. It roamed over in front of Bill and formed a human-like creature that looked exactly like the Kolossus.

"_Youu Ppoorr Foool!_" the creature stated as the goo began to disappear revealing a black haired boy wearing a grey shirt and jeans.

"You thought I was dead. You thought everyone was safe but what you didn't know is the Kolossus saved me." Rob explained before jumping to the ceiling.

The elevator was coming down to the Computer Lab. When it opened Lex Luthor came out. The billionaire looked around in awe at the supercomputer.

"Interesting place you got here, Bill." Luthor stated staring at the knocked out boy.

--

Somewhere in outer space the Brain InterActive Construct flew around searching for something.

"I thought Kal-El was going to be my strongest rival. I was mistaken." Brainiac said to himself. "What I'm looking for will either destroy you or make you unstoppable."

--

In the Fortress of Solitude, Clark stood waiting for Jor-El to say something.

"Jor-El, what were you calling me for?" the Kryptonian asked his father.

"Kal-el, the Phantom has returned. You must find him and stop him before it is too late." Jor-El explained.

"He doesn't have to look too far." the Phantom said as Clark turned around to face him.

"This time I have help." Clark replied ready to fight Bizarro.

"I don't think so." the Phantom responded punching Clark in the face out of the Fortress.

"Phantom, leave immediately!" Jor-El ordered as the Phantom flew out.

--

Lex stood before the unconscious Bill in a chair with Kryptonite on his lap.

"I hope you said goodbye to your friends." Lex said pulling out a gun. "It's the end of the line." he added shooting Bill in the heart.

**A/N: I bet you didn't see that coming. Lex Luthor shoots Bill in the heart. Lex is always committing some sort of murder. Nova has been kidnapped by Bizarro and the Phantom has begun a fight with Clark. Rob has survived but is now merged with the Kolossus. What is Brainiac searching for that can be more powerful than Bill? Can Bizarro be stopped by Clark? Will Nova be saved? And when will Xana launch his next attack? Until next update.**


	16. Lyoko's Bizarre Behavior Part 1

**Disclaimer: I do not own Code Lyoko or anything in the DC Universe.**

**Guest Starring: Clark Kent, Jor-El, Lex Luthor, Brainiac and Bizarro.**

**Lyoko's Bizarre Behavior Part 1**

The dead body of Bill laid still in the chair minutes after Lex had shot him. The billionaire left the scene of the crime.

**Dream…**

Bill was floating in the air. Space air to be exact. He was alone. There were surprisingly no planets at all in this place.

"Bill!" a voice called out.

"Who's there?" Bill asked in reply.

"Bill!" the voice called out again.

--

Clark was knocked out of the Fortress into the snowy ground of the North Pole. Bizarro flew out and landed before him.

"I thought I destroyed you. How did you come back?" Clark asked watching Bizarro turn to stone and return to normal.

"Brainiac and Xana brought me back." the Phantom laughed.

Clark took a swing at Bizarro, who caught his fist and punched him in the face. The Phantom smirked as his face turned to stone again while he flew towards where Clark was.

--

On Lyoko the Desert, Forest, Ice and Sector 5 all had an activated tower. The activated towers caused a huge dome to form around the factory. The Lyoko Warriors arrived at the outside of the dome that covered the factory.

"How do we get in?" asked Ulrich looking at Jeremy.

"Where's Bill?" asked Nicole who was next to William.

"He's inside." answered Jeremy. "But how could he help?"

"He has the power to stop all of this." Nicole explained.

"How do you know that?" both Yumi and Aelita asked at the same time.

"I can't tell you that." Nicole replied dodging the question.

--

Back in the Computer Lab, Bill somehow was having a dream.

**Dream…**

"Who keeps calling me?" Bill asked floating in space.

"You don't recognize my voice." the person replied.

"Jor-El." Bill said smiling.

"Yes." Jor-El replied.

"What is it that you want from me." Bill asked confused as to why Jor-El was talking to him instead of his own son.

"I told you before that you have a destiny. And that is why I've allowed you to keep Kara's powers." Jor-El explained.

"What do you want me to do?" Bill replied.

"You must defeat the Brain InterActive Construct." stated the father of Kal-El.

"I can't. he's too advanced for me." said Bill.

"And Xana is not." Jor-El replied.

"That's different." responded Bill.

"They are both computer software. How different can they be?" asked Jor-El.

"Can Clark help?" Bill asked.

"No, he is in a battle with a Phantom called Bizarro." answered Jor-El. "If you defeat Brainiac then you must unite two crystals that will return everything to normal."

**--**

Clark was back up to his feet ready to fight back against Bizarro. The Phantom watched the Last Son of Krypton as he got up.

"Have you had enough?" Bizarro asked.

"No." Clark answered wiping blood off his face.

"Then I guess I'll have to finish you off." the Phantom replied.

"Try it." Clark responded as the Phantom's face turned to stone while he was punching Clark. Clark blocked the punch and gave Bizarre a punch of his own.

--

The Brain InterActive Construct had landed on a quiet planet. He was still searching for something.

"Once I get a hold of this. I will be able to destroy Bill and then the Phantom can get rid of the boy scout." Brainiac said to himself as he walked around to find what he was searching for.

--

Outside of the factory that was surrounded by a huge dome, the Lyoko Warriors watched helplessly at the dome they couldn't get inside of.

"Maybe I can try something." said Nicole.

"Last time you tried something you passed out." replied Jeremy.

"Do you want to save Bill?" asked the brunette girl.

"Yes." Aelita said quickly.

"Ok." Nicole said walking to the dome surrounding the factory. She put her hand in the direction she felt the dome was in since she was blind.

"Is it doing anything?" asked Yumi.

"I can't tell." the brunette replied as a vortex opened up above the factory.

"Whoa." said an excited Odd at what he saw.

"I think I'm making it worse." Nicole said taking her hand away.

--

Clark awaited Bizarro to get back up. The Phantom smirked at the Last Son of Krypton.

"Something wrong, Boyscout." Bizarro laughed.

"Nothing at all." replied Clark as the Phantom flew towards Clark tackling him into the sky.

The two super powered warriors landed in some sort of city. Clark swung a punch at Bizarro, who dodged and hit him back.

"There's nothing you can do to beat me, Kal-el." the Phantom proclaimed. "And this time there's no Blue Kryptonite to save you." It's a chance I'm willing to take." Clark replied.

--

Back down in the Computer Lab of the factory lay a dead body of Bill in the computer chair.

**Dream…**

"So, will you do it?" Jor-El asked.

"I will but I'm dead. How do I go after him?" Bill replied.

"I will bring you back to life but for a price." explained Jor-El.

"You have a deal Jor-El." Bill declared.

"Hang on." Jor-El replied.

**End Dream…**

Bill's body started to glow. It turned into an orb of light.

--

The Lyoko Warriors watched the dome that surrounded the factory as it was absorbed into the vortex above it followed by an orb of light.

"I guess we can go in now." said Odd.

"Yes, we can, Odd." replied Jeremy as they started to walk in.

They all gathered in the elevator together to take it down to the Computer Lab. Once they got down there Jeremy saw Kryptonite on the Computer chair.

"Someone used Kryptonite on Bill." said Jeremy turning to the others.

"But where is he?" asked Aelita.

"I bet it has something to do with that light." said Ulrich.

"Wouldn't be a surprise." retorted Yumi.

Jeremy set up a search on Lyoko for activated towers. Nothing showed up on the Super Scan. The boy genius turned around to face the others.

"Absolutely nothing on the Super Scan." explained Jeremy.

"That's surprising." replied Odd.

--

Back at some random city, Clark continued to fight Bizarro. The Phantom smiled at Clark as his face turned to stone then returned to normal.

"Kal-El, come and get some." taunted Bizarro.

"As you wish." Clark replied running full force as he punched Bizarro in the face.

The Phantom flew backwards into a car crushing it. He looked back at Clark with a smile on his face still.

"What's so funny?" asked Clark who didn't know something was behind him.

"Oh nothing." replied Bizarro.

--

The Brain InterActive Construct stood outside a cave on a mysteriously quiet planet. Brainiac, because of his powers could hear the opening of a vortex.

"I have to hurry." he replied.

The vortex opened up releasing an orb of light onto the planet. The orb of light turned into a boy wearing jeans, a red shirt and a black jacket over it.

"It's on, Brainiac." Bill said before speeding off.

Brainiac started walking into the cave looking for a crystal. A black and red blur punched the Kryptonian machine in the back of the head.

"Welcome to the world of Bill." the super powered Lyoko Warrior laughed.

**A/N: Here's another update. I'm trying to update as much as possible because I can want get this story done so I can begin to work on the third and final part of the trilogy which will lead up to a story of series that will begin after this takes place. How does Nicole have knowledge about Bill that the others don't? Can Clark get out of the predicament that he is in? Will the Lyoko Warriors figure out what's going on? And will Bill defeat Brainiac? Until next update.**


	17. Replacement Part 2

**Disclaimer: I do not own Code Lyoko or anything in the DC Universe.**

**Guest Starring: Clark Kent, Bizarro and Brainiac**

**Replacement Part 2**

On Lyoko in the Desert Sector, it was swarming with Megatanks, Krabes, Black Tarantulas and Hornets. One of the ten towers in the Sector started to glow with a red aura.

--

In the Computer Lab, Jeremy watched as the Super Scan appeared before him.

"Xana's just activated a tower." declared Jeremy.

"What are we waiting for?" asked Ulrich.

"Me, to set up the virtualization process." replied the boy wearing glasses.

"Is Nicole coming with us?" William asked.

"If she wants to but I don't know how she's going to help with her problem." Jeremy explained turned in his chair.

"I'll go." said Nicole as the group got on the elevator.

--

Clark stood waiting for the Phantom, Bizarro to get up off the ground but unknown to him there was a creature standing behind him.

"Hey, Boyscout." Bizarro call.

"Yeah." Clark replied.

"Surprise!" Bizarro laughed as Clark turned around and got punched in the face by the human size Kolossus.

"_Clark Kent!" _the Kolossus laughed forming a crystal in his hand. "_Have a nice vacation." _he added as the crystal's energy grabbed Clark and pulled him in.

"No job, Rolossus." the Phantom laughed before taking off in the air.

--

Down in the Scanner Room the Lyoko Warriors were waiting for the scanners to open so they could get virtualized.

"What's taking so long, Einstein?" asked an impatient Odd.

"The system is just working slow." replied Jeremy trying the best he could to set up the virtualization process.

"Well, isn't that just wonderful." retorted Ulrich crossing his arms.

"Maybe this is Xana's attack." said Yumi.

"No, because it would make Xana slower." explained Jeremy.

"Oh, ok." said Yumi.

In the Computer Lab, Jeremy worked as fast as he could to get the system working faster. A red and blue blur zoomed into the Lab.

"Clark, what are you doing here?" asked Jeremy.

"Putting you out of commission." Bizarro replied picking Jeremy up by his shirt and threw him against the wall.

The Kryptonite on the ground started to glow. The Phantom began to absorb the power of the meteor rock. The Lyoko Warriors came back up on the elevator to see what was going on. The teens looked to see what looked exactly like Clark.

"Why did you do this Clark?" asked Aelita.

"That's not Clark." said Odd.

"Then, who is it?" asked Ulrich.

"It's the Phantom." said Nicole.

"Yes, it is." replied Odd.

"I'll handle him." the blind girl said walking forward.

"How?" asked William. "Your blind."

"It doesn't mean I can't fight." the brunette girl replied. "Get to Lyoko and deactivate the tower!"

Aelita ran to the supercomputer as Nicole somehow tackled Bizarro, blind. The Lyoko Warriors headed back down to the Scanner Room. Bizarro threw the brunette girl off. She did a back flip and landed on her feet.

"How can you fight if your blind?" asked the Phantom.

"I'm not sure. I just can." Nicole answered smiling.

--

Down back in the Scanner Room Ulrich, Odd and Yumi got in first. The Scanners closed.

"Transfer, Ulrich. Transfer, Odd. Transfer, Yumi. Scanner, Ulrich. Scanner, Odd. Scanner, Yumi. Virtualization."

William got in a scanner after it opened back up. He was waiting for Aelita.

"Nicole, I'm not leaving you alone." the pink haired girl said.

The blind girl punched Bizarro in the face knocking hi, threw the roof of the factory. The brunette's hair rose in the air and her eyes turned green.

"Go! Now!" she ordered turning to face Aelita.

Aelita quickly set a delayed virtualization for her and William and climbed down to the Scanner Room getting in a scanner just as it closed.

--

The Lyoko Warriors landed on Lyoko in the Desert Sector. They were surrounded by Xana's monsters.

"It never fails. Xana always send a whole army." Ulrich said pulling out his sabers.

"I know. We can never have an easy trip." replied Odd.

"Energy Field!" the pink haired girl fired at a Krabe making it explode.

"Come on, guys. Let's get Aelita to the tower." said Yumi pulling her metal fans out.

--

The Phantom landed on the bridge outside the factory. He started to get back up to his feet. His face turned to stone because of the sun. he watched as the elevator opened up letting the brunette girl walk out to face him.

"So, the blind girl can put up a fight somehow." Bizarro smirked as his face returned to normal after he got under some shade.

"Yes, I can. But only when I have a purpose." said Nicole smirking.

The Phantom began to smile at the brunette girl. "It's over." he said using his super speed to tackle her.

--

Back on Lyoko the Lyoko Warriors were still fighting Xana's monsters head on.

"Laser Arrow!" Odd fired destroying a Krabe.

"Impact!" Ulrich said stabbing another Krabe making it explode.

"How about some vehicles?" asked Jeremy back in front of the supercomputer.

"Would love some, Einstein." replied Odd.

Odd did a back flip and landed on the Overboard as it materialized. He started moving around so he wouldn't get hit by lasers.

"Great to have you working the supercomputer, Jeremy." Aelita said getting on the Overwing.

"He only knocked me out. I'm fine." Jeremy replied.

"That's good." Yumi said. "Hi-Yaa!" she screamed throwing her metal fans at Hornets.

"Super Sprint!" Ulrich said running super fast at a Megatank. The samurai jumped in the air and stabbed it as it opened right in the eye. "Impact!"

--

Somewhere in space, Bill was waiting for the Brain InterActive Construct to get back to his feet.

"You think you can beat me. Kal-El couldn't beat me, so what makes you think you can?" Brainiac said walking towards Bill.

"I can and I will." Bill declared smirking at the Kryptonian experiment.

"Fine, then. I am the Brain InterActive Construct and now I will delete you." Milton Fine replied before speeding towards Bill to tackle him.

The two super powered beings began punching each other in the air. Brainiac swung his fist right in the face of Bill knocking him to the ground.

Bill hit the ground hard. He got on his hands and knees. He looked up to see Brainiac landing before him.

"So weak." he said before kicking Bill in the face.

**A/N: Another chapter. Bill has his hands full with Brainiac, can he survive? Clark is trapped in the Phantom Zone. Will he get out and how? Bizarro played a nice little trick on the Lyoko Warriors but will Nicole be his downfall? How can the blind girl see to fight in the first place anyway? Until next update. Please review.**


	18. Deal Part 3

**Disclaimer: I do not own Code Lyoko or anything in the DC Universe.**

**Guest Starring: Bizarro and Brainiac.**

**Deal Part 3**

On Lyoko the battle continued for the Lyoko Warriors. Ulrich was battling the Megatanks. The samurai warrior was surrounded on all sides by the Megatanks.

"This is just wonderful." Ulrich smirked with his sabers in hand ready to attack.

"It's okay, buddy. I'm having just as much fun as you." Odd retorted surrounded on the Overboard by Hornets.

"Energy Field!" Aelita said firing the orb of energy destroying a Krabe.

"Hi-yaa!" Yumi yelled throwing her fans hitting some Kankrelats that had appeared.

"Guys, your not that far from the activated tower." informed Jeremy.

"Thanks, we'll keep that in mind." replied William.

--

Outside the factory Nicole was face to face with the Phantom, Bizarro. He stepped out into the sunlight making his face turn to stone.

"Come on, Phantom." Nicole ordered.

"You little child. You think you would know better than to mess with someone stronger than you." Bizarro laughed.

"Your not all that tough. Clark's beaten you before." Nicole replied smiling.

"Yes, but that weakling had help." said Bizarro.

"He still beat you." stated Nicole.

"Nicole catch!" yelled a voice as Kryptonite was thrown towards the blind girl who caught it.

"What's this?" the Phantom questioned. He turned to look an d saw Nova. "How?"

"Long story." the blonde girl replied.

Bizarro turned back to where Nicole was but she was right in front of him with the Kryptonite in his face. The Phantom started absorbing the energy instead of getting weaker.

"Thanks." Bizarro said smacking Nicole away.

"You'll pay for that." Nova said making fists.

--

In outer space Bill was on the ground thanks to the Brain InterActive Construct. Brainiac laughed at the boy at his feet.

"I told you that you couldn't beat me." Milton Fine stated smirking at Bill.

"I'm taking that crystal and there's nothing you can do about it." Bill said making a fist.

"Oh, there is something…" Brainiac started saying but was interrupted by a punch to the face by Bill.

"Learn to be quiet, Brainiac." Bill replied standing back up. "It's time to finish you off."

"Wait, I have a deal for you." pleaded Brainiac.

"What's that?" asked Bill stopping in his tracks.

--

Back on Lyoko, William had destroyed several Kankrelats with his giant sword.

"Xana isn't putting up much of a fight for having a huge army." the boy with the large sword said before getting shot in the back of the head being de-virtualized.

"Laser Arrow!" Odd fired at several Hornets destroying them." Good job, arrows."

"Triplicate!" Ulrich said splitting into three. "Triangulate!" he added surrounding a Krabe. The samurai jumped in the air and stabbed it in it's eye. "Impact!"

"Only a few more left." Aelita said standing by herself on the Overwing.

--

Bizarro was staring into the eyes of Nova. The Phantom's face turned to stone and returned to normal.

"What are you?" asked Nova.

"I am a Kryptonian experiment that was thrown away into the Phantom Zone." explained Bizarro.

"How'd you get out?" the blonde haired girl asked.

"Clark released me when he was released from the Phantom Zone." said Bizarro.

"Then I guess I'll have to stop you." replied Nova.

"Bring it little girl." Bizarro taunted.

"Here I come." Nova said but before she could move Bizarro had already punched her in the face knocking her out.

Bizarro looked over to where he knocked Nicole out using his X-Ray Vision. "Found it." he said running over to grab something from around her neck. "Take me to the other one." he started to glow and them disappeared.

--

On Lyoko the gang had their hands still full with Xana's remaining monsters that were attacking.

"Energy Field!" Aelita fired destroying the last Krabe.

"Just a few more monsters before you can go to the tower." said Jeremy.

"Great." Odd said dodging a laser. "Laser Arrow!"

--

The Brain InterActive Construct stood before his new enemy Bill ready to explain his deal.

"Let me get the crystal and give it to you. If I don't give it to you then you can kill me." Brainiac explained to the son of Jeremy Belpois and Aelita Stones.

"And if you do give it to me." Bill replied confused.

"I'll leave you alone." Brainiac stated.

"You got a deal." Bill agreed nodding. Brainiac started walking away in the direction of the cave that the crystal was in.

Bill stared at him in confusion as to why he would help him. A bright light shined before the boy's eyes. When the light dimmed Bizarro was there.

"What are you doing here?" Bill asked seeing the Phantom.

"To stop you." Bizarro replied.

"Bring it." ordered Bill ready to fight.

Bizarro swung his fist at Bill who moved out of the way. Bill followed it up with an uppercut. The black haired boy smirked at the Phantom. He landed 50 yards away.

"Nice counter." said Bizarro standing back up.

"Where's Clark?" Bill wondered staring at the Phantom in front of him."He's stuck in the Phantom Zone, again." Bizarro answered. "But that's not what you have to worry about." he added smiling at Bill.

"What do I have to worry about then." replied Bill.

"Nova." Bizarro smirked.

--

Back on Lyoko Ulrich, Odd, Yumi and Aelita had only three Megatanks left to deal with.

"Super Sprint!" Ulrich said running at super speed towards the Megatank.

"Laser Arrow!" Odd said firing at another Megatank that had opened up destroying it.

"Impact!" yelled the samurai destroying the second to last Megatank.

"Energy Field." Aelita fired the orb of energy.

"Hi-yaa!" Yumi yelled throwing her metal fans at the last Megatank as Aelita's Energy Field hit it at the same time.

"Go to the tower, Aelita." said William over Jeremy's shoulder in the Computer Lab.

"Right." the pink haired girl nodded running off the Overwing towards the tower.

Inside the tower Aelita began to rise to the top platform. She did a front flip in the air before she landed.

--

Brainiac was in the cave looking for the crystal he promised to give to Bill. The Brain InterActive Construct knew that Bill was fighting with the Phantom, Bizarro.

"This is going to be better than I expected. My plan is working perfectly." Brainiac said to himself.

The Brain InterActive Construct used X-Ray vision to look around the dark cave. He saw a clear circle-like object.

"I found it." he said walking over to where he saw it.

--

Aelita was in the tower on the second platform. She walked to the center and put her hand out on the screen.

Aelita…

Code… Lyoko…

"Tower deactivated." Aelita whispered as the screens went down around her.

--

"If you hurt Nova I'll kill you!" Bill yelled at Bizarro.

"She'll be fine for now." the Phantom laughed.

"You!" Bill growled angrily tackling Bizarro to the ground punching him in the face.

Brainiac ran back to where Bill and Bizarro were. The machine took the crystal and threw it to Bill.

"Catch!" Brainiac yelled.

Bill caught the crystal in his hand, which made it glow. The one in Bizarro's possession started to shine as well. The two shining crystals rose in the air. With the bright shine they merged together.

"What is this?" Bizarro asked amazed at the sight.

"The end." Bill replied reaching for the crystal.

Brainiac had a slight smirk. "It's working."

Electricity surrounded Bill's entire body. It electrocuted Bizarro it was so strong.

"How can this happen?" Bizarro asked as his body turned to stone because of the electricity.

A huge wave of energy forced it's way across the empty planet Bill, Brainiac and Bizarro were on. When the light dimmed Bill was gone.

--

On Lyoko in the empty Ice Sector, the landscape began to shake. Large ice towers formed out of the ground into a virtual Fortress like Clark's.

The wave of energy that appeared on the distant planet that the crystals were united on was now on Lyoko, virtualizing Bill on Lyoko.

"How did I get on the Ice Sector?" Bill wondered as he walked towards the large Ice Lyoko Castle.

**A/N: Brainiac has helped Bill? Bill is now on Lyoko and it looks like he has his own Fortress like Clark but what will it be for? How can Nicole fight Bizarro blind? And how did Nova escape from Bizarro's trap? Until next update.**


	19. Exposed Part 4

**Disclaimer: I do not own Code Lyoko or anything in the DC Universe**

**Guest Starring: Bizarro, Brainiac, Clark, Kara, Lex Luthor, Jor-EL and Lionel Luthor**

**Exposed Part 4**

Jeremy was in the Computer Lab looking at the development that was in the Ice Sector because of what was created by the crystals.

"Guys, there's something big in the Ice Sector." informed Jeremy.

"What is it?" asked Ulrich.

"No idea. It's really big." replied Jeremy.

"Let's go to the Ice Sector then." said Aelita.

"Ok, I'll let you know the nearest Way Tower location." said Jeremy.

--

In the Ice Sector, Bill was inside of the huge Ice Castle looking around. The gold and black Lyoko Warrior had a virtual crystal in his hand.

"Welcome, Bill." a voice proclaimed.

"Grandpa?" Bill said surprised.

"Yes." Franz Hopper replied.

"And he is not alone." Jor-El added.

"What is this place?" asked Bill still looking around.

"This is the Fortress of Lyoko. You are the only one who can access it." explained Jor-El.

"As you are aware Bill, not only are Brainiac and Bizarro out there but Xana has it's own creature. The Rolossus." Hopper explained.

"How can I get rid of them?" Bill wondered.

"You need the help of Kara and Kal-El." answered Jor-El.

"Kara doesn't have her powers." said Bill.

"You don't have your life anymore." replied Franz.

"That's right, Lex shot me." stated Bill realizing he was actually dead.

--

Outside the factory, Nova was back up. The blonde haired girl was in pain from being knocked out by the Phantom.

"Nova!" called a voice.

Nova turned around. "Mr. Luthor."

His eyes turned pure white. "Bill is dead."

"How can that be possible? Lyoko wasn't destroyed." said the confused blonde girl.

"When Jor-El gave him Kara's powers and you used Kryptonite on him, my son shot him." explained Lionel Luthor.

"No, it's not possible." denied Nova.

"I have to take you to a place where Xana, Lex, Brainiac nor Bizarro can harm you." said Lionel.

"Where?" Nova asked.

"The Fortress of Lyoko." stated Lionel.

"I don't think so, Lionel." said Bizarro making Lionel turn around punching him in the face.

"Why can't you pick on people as strong as yourself?" said Nova.

"Because there is nobody." replied Bizarro.

"What about her?" pointed the blonde haired Lyoko Warrior.

Bizarro turned around to see Kara standing there. He swung as his face turned to stone, Kara caught him and punched him in the face as he launched towards the woods.

"Just wait until Clark shows up." smiled Kara.

--

On Lyoko, Ulrich, Odd, Aelita and Yumi had reached the Ice Sector. At the center was the Fortress of Lyoko.

"Wow, it looks like a virtual form of Clark's Fortress of Solitude." said Odd.

"But why?" asked Ulrich.

A shield covered the outside of the Fortress of Lyoko. The Lyoko Warriors stared in awe.

"Hey, Jeremy. How do we get in?" asked Aelita.

"There is no way in." replied Jeremy.

--

Inside the Fortress of Lyoko, Bill stood in it's epicenter with the crystal in hand. A blue and white force field began to surround him.

"I told you before Bill that you must stop the Brain InterActive Construct." said Jor-El.

"I will but he's too strong." replied Bill.

"That is why you are going to get trained in here where no one can bother you." Franz Hopper stated.

"May your training begin, Bill. And my son, Kal-El be free from the Phantom Zone." Jor-El added as the white and blue force field brightened up making Bill disappear.

--

The Rolossus was sitting up in a city in Arctic with the crystal Clark was locked in, in his hand. The crystal started glowing releasing Clark.

"You'll pay for locking me away." Clark said punching the Rolossus in the face.

"How did you escape?" asked the Rolossus which was on the ground.

"My Father." Clark replied. "And now I have to find the Phantom." he added before punching the Rolossus with the uppercut. The Kryptonian ran away at super speed.

--

Lex Luthor was walking around the woods near Kadic Academy. The billionaire owner of Luthro Corp looked like he was in denial about shooting Bill.

"What's wrong, Lex?" Brainiac said appearing behind Lex.

"I shot and killed Bill." said Lex.

"No, he's still alive. I just fought him." stated Brainiac.

"But how?" said a stunned Luthor.

"Very carefully." said Bizarro appearing on the other side of Lex.

"Clark, what are you doing here?" asked the bald billionaire.

"This is not Clark Kent. This is the Phantom." Brainiac informed.

"The last time I came face to face with you, you tried to kill me." replied Lex.

"It's in the past." Bizarro stated.

--

The Lyoko Warriors continued to look at the Fortress of Lyoko. Xana's monsters started to appear but not to fight them. They were after the Fortress. Krabes, Megatanks and Hornets began firing at the Lyoko Fortress.

"We have to stop them." said Ulrich pulling out his sabers.

"Right." Odd said pointing his hand at a Krabe. "Laser Arrow!"

"Energy Field!" Aelita fired at a Hornet destroying it.

--

Bill was being filled with the Lyoko knowledge to help him defeat Brainiac.

"Your training is almost complete. Brainiac and Bizarro and the Rolossus are on the move." stated Franz Hopper.

"We are going to send you to join forces with Kal-El and Kara, but first you must stop Xana's monsters." explained Jor-El.

Bill was free from training. "It's time." he said taking his sword out.

"We can not help you during this fight, Bill. But the knowledge you have gained will help you prevail." Franz explained.

"Super Flame!" Bill said turning into a ball of fire.

--

Outside the Fortress of Lyoko, Xana's monsters kept coming and coming to destroy it.

"Hi-Yaa!" Yumi screamed throwing her metal fans at a Krabe.

A ball of fire came from the Fortress. "Sword Slice!" he yelled destroying all of Xana's monsters before disappearing.

"Was that Bill?" asked Aelita.

"I think it was." replied Jeremy.

--

Lex Luthor, Brainiac and Bizarro stood in a triangle talking to each other.

"So, do we know where the Boyscout in trianing is?" asked the Phantom.

"No." Brainiac replied.

"I'm right here." said a ball of fire as it turned into Bill in his black and gold Lyoko outfit. "Nice to see you again." he added kicking Brainiac and punching Bizarro in the face.

"What are you?" asked Lex.

"Your worst nightmare." Bill smirked at the billionaire.

**A/N: Another update. Bill had a little knowledge given to him so he could fight Bizarro and Brainiac. But will it be enough? Clark is free from the Phantom Zone and now with Kara fighting with Brainiac. Will they stop him? And the Lyoko Warriors are protecting the Lyoko Fortress from Xana. Will they be successful or will Xana stop them? Until next update.**


	20. Bizarro's Battle Part 5

**Disclaimer: I do not own Code Lyoko, anything in the DC Universe this song that's in here by Papa Roach.**

**Bizarro's Battle Part 5**

Electricity began to surround Bill. The Brain InterActive Construct looked at the human with astonishment. The Phantom looked towards Bill as well.

"How can someone control electricity unless they weren't human?" Lex asked shocked by the sight of Bill.

"Oh, I'm human alright." replied Bill smirking. "But they aren't." he pointed at Kara and Clark, who each appeared behind Brainiac and Bizarro respectively.

It feels like I'm looking at life

Through a telescope

Because I'm so high

The Lyoko Warriors returned to Earth and up to the Computer Lab, where Jeremy and William were.

"So, do we know what that castle in the Ice Sector is?" asked Aelita looking over Jeremy's shoulder.

"No, I'm trying to get as much info as possible." replied Jeremy.

The ground never seemed so far away

Truth shall be told one day

I'll be under ground one day

"Lex, get out of here now!" ordered Clark.

"I can take care of myself." said Lex moving backwards.

"Clark, you and Kara take care of Brainiac. I'll handle Bizarro." said Bill.

"You can't beat me." said Bizarro as his face turned to stone.

"You think." smiled an electric Bill tackling the Phantom with super speed.

I've got a woman that'll put Roses on my grave

Roses on my grave

Feels like I'm looking at life

"Guys, I found Bill." informed Jeremy.

"Where at?" asked Yumi.

"In the forest outside the factory." explained Jeremy. "I'm going to translate you to the forest with your powers."

"Let's get to the Scanner Room, then." said Ulrich.

Through a telescope

Because I'm so high

And the ground never seemed so far away

Truth shall be told one day

Bill tackled Bizarro miles away onto the ground. The black and gold Lyoko Warrior pulled his sword out on the Phantom.

"You think you can beat me with that little toy." the Phantom laughed.

"I don't think I know I can." replied Bill.

I'll be under ground one day

Don't forget me

Please forgive me

Clark and Kara surrounded the Brain InterActive Construct on both sides. Brainiac was ready to fight the two Kryptonian cousins.

"Come get me if you can." Brainiac taunted.

The two super powered cousins double punched Brainiac at the same time knocking him down.

It's my redemption

Time for redemption

I'll see you on the other side

Down in the Scanner Room at the factory. Ulrich, Odd and Yumi were in the scanners waiting.

"Here goes guys." said Jeremy typing on the supercomputer.

"Ok." replied Ulrich.

"Transfer, Ulrich. Transfer, Yumi. Transfer, Odd. Scanner, Ulrich. Scanner, Yumi. Scanner, Odd. Teleport." the scanners opened up and Aelita and William got in two of the three scanners.

"Transfer, Aelita. Transfer, William. Scanner, Aelita. Scanner, William. Teleport."

--

Bill was in a standoff with the Phantom, Bizarro. Ulrich, Odd, Yumi, Aelita and William appeared around the two super powered men.

"Laser Arrow!" Odd yelled firing arrows at the Phantom.

"Stupid boy." Bizarro said grabbing all of Odd's arrows with his hand.

"My turn." William said swinging his sword at the Phantom, who caught it with his bear hands, ripped it out of William's hands and swung it back at him de-teleporting him.

"William!" Aelita screamed watching him disappear.

"Foolish, kids. There's nothing you can do to stop me." laughed Bizarro.

_I have an idea._ Bill said to himself.

I live the days of war

I live the nights of love

I suffer to survive

I gotta gotta gotta stay alive

The Brain InterActive Construct got back up and looked at the two super powered cousins.

"Clark, how did you get so strong?" asked Lex.

"I was born this way." Clark replied.

"Yes, Kal-El wasn't born anywhere near here." added Brainiac.

"So that means that both you and Kara are…" Lex began saying.

"Intergalactic Travelers." Kara stated taking her eyes off Brainiac.

"Fool!" Brainiac said punching Kara in the face.

"Kara!" Clark yelled hitting Brainiac with a punch of his own.

I hear the battle cries

Their fists are in the sky

I know what I'm waiting for…

"Hi-Yaa!" Yumi yelled throwing her metal fans at the Phantom.

"Don't think so." Bizarro said swatting them away.

"But I think so." said Bill pulling out his glowing crystal making the Phantom's face turn to stone.

"Ragh!" the Phantom screamed in agony.

No more secrets No more lies

See right through your alibis

Take a look into my eyes

No more secrets No more lies

"Sword Slice!" Bill yelled stabbing Bizarro through the back with his sword.

"Aelita fire!" ordered Ulrich.

"Energy Field!" fired Aelita right into the Phantom's face making him explode.

"We beat him." said Yumi.

"Yes but the battle is not over." replied Bill. "I must stop Brainiac. Alone!"

"Bill!" Aelita said making him stare at her. "Be careful."

"I will." Bill nodded. "Super Flame!"

This is a call to arms

It's time to go to war

It's time to rant and rave

Gotta Gotta Gotta make a chance

"Ha. Ha. Ha." laughed the Brain InterActive Construct.

"What are you going to do to them?" asked Lex.

"Kill them, of course." Brainiac answered.

"I don't think so." replied Bill reverting back to his Lyoko outfit.

Down on the Devil Street

Is where everybody meets

I know what I'm fighting for…

What goes around comes around Baby!

You'll get yours one day, that's right!

"You still think you can kill me." the Brain InterActive Construct laughed.

"I told you before that I don't think, I know I can." replied Bill.

"Then come get me." ordered Brainiac.

Bill grabbed Brainiac by his shoulders and raised him to the air. The Lyoko Warrior began to smirk at the machine.

"Goodbye, Brainiac." Bill laughed as the power of his crystal electrocuted Milton Fine so bad he exploded like Bizarro.

I want it all I want it Now!

Make no mistake give it to me straight…

What goes around comes around Baby!

You'll get yours one day, that's right!

"He's gone." said Clark standing back up.

"Yeah, I finished him for good." Bill said shining and returning to his Earth form.

"What are all of you?" asked Lex looking at Bill, Clark and Kara.

"Don't worry about it." replied Bill.

I live the days of war

I live the nights of love

I suffer to survive

I gotta gotta gotta stay alive

I hear the battle cries

Their fists are in the sky

I know what I'm fighting for…

At the factory Jeremy and William stood in the Computer Lab looking at the supercomputer.

"Even though I said I wouldn't do it, I'm going to do it anyway." explained Jeremy.

"What?" asked William.

"Return to the past Now!" Jeremy said hitting the enter key making the white bubble engulf the Earth.

--

After the return trip, Bill and Nova were in the Computer Lab down in the factory.

"Bill, I'm sorry for using the Kryptonite on you." apologized Nova.

"It's okay. I forgive you." Bill replied smiling.

"Is it over." asked Nova.

"Bizarro and Brainiac are gone." stated Bill.

**A/N: Bizarro and Brainiac are defeated. Now the Lyoko Warriors just have to deal with Lex and Xana. Will Nova and Bill finally make up? And how will this new power help Bill and the Lyoko Warriors stop Xana? Until next Update.**


	21. Fallout

**Disclaimer: I do not own Code Lyoko or anything in the DC Universe.**

**Guest Starring: Lex Luthor**

**Fallout**

The attack had been averted by the Lyoko Warriors, Clark and Kara. The Lyoko Warriors were in Jeremy's room. Nicole was there as well. Bill stood in the center if the room as everyone stared at him.

"What was the Ice Castle that's in the Ice Sector." asked Jeremy sitting in front of his laptop.

"It's the Fortress of Lyoko. I am the only one that can access it." explained Bill.

"How come?" asked the pink haired girl.

"I'm not sure yet. I'm still waiting for Grandpa to give me answers." replied Bill.

"I take it that you united the crystals together." said the blind girl.

"Yeah, how did you know?" asked Bill.

"Because mine is gone." stated Nicole.

--

On Lyoko in the Ice Sector the Digital Sea began to turn red forming the Eye of Xana. The Rolossus rose out of the Sea. The creature began to mutate into a human. A Dark Knight with the Eye of Xana on his chest appeared.

"Come fight me now." Rob stated while his eyes were pure red.

--

At LuthorCorp Lex Luthor sat planning his next attack against the Lyoko Warriors.

"Mr. Luthor there's someone here to see you." informed one of his men.

"Send them in." Lex replied.

A man in a business suit slightly Japanese looking and wearing a golden ring around his neck walked in to Lex's office.

"You?" Lex said. "I've seen you before. Who are you?"

"I am Hayat Ishiyama." the man smirked. "And I can't let you help Xana kill my daughter and her friends."

"They are terrorists like the Green Arrow." explained Lex.

"The Green Arrow is not a terrorist. And neither is my daughter." replied Hayata.

"Then who is." asked Lex.

"Milton Fine." answered Ishiyama.

"Liar!" Lex yelled pulling a gun on Hayata. "You're a terrorist!" he added before shooting Hayata Ishiyama in the heart. The poor man collapsed to the ground.

--

Over in the Dorms of Kadic Academy Bill's eyes turned pure white.

"I have to go." he said before teleporting out of there.

"Where'd he go?" asked Odd.

"Don't know." replied Nova.

--

Back at LuthorCorp Bill appeared in between Lex Luthor and Hayata Ishiyama's body.

"You monster!" Bill yelled staring into Lex's eyes.

"What exactly are you, Bill? I've never seen anything like that." Lex said amazed.

"Your worst nightmare." Bill replied pulling his crystal out of his pocket. "And now I'm taking you to a place where you can't harm anybody else."

"And where is that?" asked Luthor.

"Lyoko." stated Bill using the crystal to teleport him and Lex.

--

Yumi and Nova were walking towards Yumi's house. The blonde haired Japanese girl was going to spend the day with her cousin.

"It's been awhile since we hung out just you and me." said Yumi.

"Yeah, it's nice just for cousins to hang out." replied Nova.

"I know especially with everything that has happened." said Yumi.

A see through spirit came before Yumi and Nova. It looked like Hayata Ishiyama. Nova looked at her father as Yumi stared at her Uncle.

"Yumi, Nova. Both of you must get a hold of the others and go to the factory." informed Hayata.

"Why father?" asked Nova.

"Bill is taking Lex Luthor to Lyoko." explained Ishiyama.

--

On Lyoko in the Ice Sector inside the Fortress of Lyoko Bill and Lex Luthor landed. Lex looked around the Fortress.

"What is this place?" asked the virtualized billionaire wearing a virtual suit.

"The place of your demise." replied Bill as his eyes remained pure white.

"This is Xana's home world." said an amazed Lex Luthor.

Bill stuck his hand out towards the ground next to Lex causing a hole to the Digital Sea to form. "It's over, Lex."

"No." Lex shook his head as Bill walked towards him.

"Bill, stop it. Lex Luthor may be a bad man but he does not deserve to die." Franz Hopper proclaimed.

"Bill might listen if I were him." replied the black and gold warrior.

"Then who are you?" Hopper asked.

"None of your concern." the boy replied.

--

Yumi, Nova, Ulrich, Odd, William, Aelita, Nicole and Jeremy arrived to the Computer Lab at the same time. Jeremy sat down right in front of the supercomputer.

"I need to get you guys into the Fortress of Lyoko but I have to break the code first." explained Jeremy.

"Well, then hurry and do it, Jeremy." ordered Nova wanting to stop Bill.

--

Back on Lyoko Bill laughed at Lex Luthor and Franz Hopper in the Lyoko Fortress.

"Bill!" a voice called. "Stop all of this now!"

The black and gold warrior turned to see Xana's Dark Knight standing in front of him. "You."

"The Bill I know would never kill a human." stated Rob.

"_I'm not the Bill you know." _the boy replied.

"Yes, I can see it now." said Rob. "Bill, fight him. Don't let him control you."

Bill's eyes returned to their normal color. "Rob, is that you?"

"Yes. I'm fine. I'm here to stop you from doing something you'll regret." replied Rob.

"Like what?" asked a confused Bill.

"He's controlling you." said Rob walking towards Bill.

Bill's eyes turned pure white again smirking at Rob. _"And there's nothing you can do about it."_

--

In the Computer Lab the Lyoko Warriors were waiting as Jeremy tried to crack the code to get them inside the Fortress of Lyoko.

"Rob's on Lyoko." informed Jeremy.

"But I thought he was dead." replied Aelita.

"So, did I but he's in the Fortress with Bill." stated Jeremy.

"That's crazy." said Odd.

"We need to hurry up and get to Lyoko before something happens." stated Ulrich.

"Let's get down to the Scanner Room." replied William. "We'll go the old fashion way."

--

In the Fortress of Lyoko Rob had taken his spear out to confront Bill. Whoever was possessing Bill took his sword out to defend himself.

"The only reason you entered his body is so you could have his power." Rob stated getting ready to attack.

"_Very observant." _laughed Bill.

Rob swung his spear at the black and gold warrior who ducked out of the way. Bill spun around striking Rob's spear with his sword making Rob do a back flip. Xana's Dark Knight smirked at the possessed Lyoko Warrior.

"Bill's holding you back." said Rob.

"_How do you know?"_ asked Bill.

"He wouldn't attack me like that." replied the Dark Knight.

"What am I dealing with?" Lex asked himself.

--

In the Scanner Room Ulrich, Odd, Aelita, Yumi, Nova and William were waiting for Jeremy to start the virtualization process.

"I didn't break the code so get ready for a little walk." informed Jeremy.

"That's fine." replied Aelita.

Ulrich, Odd and Yumi got in the scanners first and waited as the doors closed.

"Transfer, Ulrich. Transfer, Odd. Transfer, Yumi. Scanner, Ulrich. Scanner, Odd. Scanner, Yumi. Virtualization." Aelita, Nova and William followed in after the scanners opened back up. "Transfer, Aelita. Transfer, Nova. Transfer, William. Scanner, Aelita. Scanner, Nova. Scanner, William. Virtualization."

--

"_I'm through playing around with you." _said Bill.

"So am I." replied Rob. "Spear Throw!" he added before throwing his spear at Bill.

"_Sword Slice!" _Bill replied slicing Rob's spear away followed by a flip. Kicking Xana's Dark Knight in the face.

"It's time we let Bill solve this problem on his own." Franz Hopper proclaimed.

The Lyoko Warriors ran into the Fortress of Lyoko to see Bill looking at a fallen Rob on the ground.

"Bill, cut it out." ordered Aelita.

"_Sorry, mother." _Bill smirked.

--

Back in the Computer Lab Nicole stood behind Jeremy as he was typing on the supercomputer.

"I broke the code." declared Jeremy.

"Send me then." replied the blind brunette.

"Can you make it down to the Scanner Room?" asked Jeremy.

"Yes." Nicole answered.

"Okay, then." said Jeremy.

The blind girl somehow managed to make it down to the scanners and get in one. The scanner closed shut. "Transfer, Nicole. Scanner, Nicole. Virtualization."

--

In the Fortress of Lyoko everyone was in a standoff. Lex Luthor watched weaponless.

"_What's this?" _Bill asked looking up.

The Ice Castle was brightened up by the virtualization of Nicole. Bill's body began to shine. The possessed boy looked at himself clueless.

"It's time." Hopper stated.

"I hope you can beat Brainiac, Bill." said Rob getting up.

**A/N: So Brainiac has somehow survived and entered into Bill's body and now he must travel into his own mind to defeat him. Nova's dad has been killed by Lex and Lex is now on Lyoko, what will Lex Luthor do with his first hand experience with Lyoko? Can the Lyoko Warriors somehow stop all of this? And how come Nicole can see on Lyoko? Until next update.**


	22. Xana's Dream

**Disclaimer: I do not own Code Lyoko or anything in the DC Universe.**

**Guest Starring: Jor-El and Brainiac**

**Xana's Dream**

Bill was in a room of bright light with no ground. He floated endlessly in this room.

"Where am I?" Bill asked.

"I have separated you into two parts. Yourself and Brainiac." explained Jor-El.

"But why?" asked Bill confused.

"To show you what the world would be like if Brainiac defeats you." Jor-El replied as the room became brighter.

When the color returned to normal Bill was in a house, much like the one he lived in with his parents. He saw Aelita in the living room grieving. He didn't know what for. The boy walked towards his mother.

"Mom, what's wrong?" he asked. Aelita didn't budge.

"Wonder what's wrong." Bill thought. "I should go to the factory."

Walking down the street, the world was enslaved by robots. People were being whipped by the machines that had the Eye of Xana on them.

"Just because Brainiac killed me doesn't make mean that all this has happened." Bill stated.

"Ah, so you believe." said a voice as Bill turned around to see Brainiac laughing.

"I thought I killed you." replied Bill.

"Technically speaking you did. But when I got the crystal for you I put myself into it in case you did kill me." explained the Brain InterActive Construct.

"So, you have been controlling me." said Bill.

"Yes, but you'll never kill me again, so it's no big deal." declared Brainiac before he ran off at super speed.

Bill got to the factory and took the elevator down to the Computer Lab. The black haired son of Aelita and Jeremy sat down in the Computer chair.

"What's this?" Bill asked looking at the map of Lyoko.

Xana's monsters took up the entire screen covering all of the virtual world of Lyoko.

"No, wonder why the world is enslaved by Xana." Bill said setting up a delayed virtualization. "I have to stop it."

Bill got into a scanner and waited as it closed virtualizing him onto Lyoko.

------------------------------------------------------------------------------------------------------------------------

In another part of his dream world William Dunbar was running from Xana's mechanical robots. The shaggy haired boy dove into an ally to hide from Xana.

"If Bill had of destroyed Brainiac like he was suppose to, we wouldn't be in this position." William thought to himself.

"No, you wouldn't, would you?" said Brainiac appearing behind William.

"The Brain InterActive Construct." William said scared to death.

"I'm surprised that all of you are still alive." replied Brainiac.

"Not all of us, if you remember. Jeremy had an unfortunate accident." William replied.

"Ah, yes." Brainiac nodded. "Such an unfortunate accident."

"Get away from him!" yelled a girl's voice making Brainiac turn around.

"Stupid little girl." Brainiac smirked.

"Nova, get out of here!" ordered William.

"No, William." Nova replied. "Flame Fist!" she yelled shooting fire out of her hands at Brainiac.

-----------------------------------------------------------------------------------------------------------------------

Bill, the black and gold Lyoko Warrior landed in the Desert Sector. Xana's monsters were walking around like they couldn't see him because they couldn't. Bill drew his sword to fight.

"Sword Slice!" he cried slicing up five Krabes destroying them.

Still the monsters were unaware of Bill's existence on Lyoko or in this world for that matter and new monsters took the spots of the ones that were destroyed. Bill looked around the Desert Sector and saw on top of one of the towers a dark figure.

"Rob!" Bill stated not surprised as he noticed the figure run away to the Digital Sea. "Super Flame!" Bill said turning into a fireball to follow it.

-------------------------------------------------------------------------------------------------------------------------

The Brain InterActive Construct was blasted by fire into a construction sit. Brainiac stood back up unharmed.

"What a pity. They aren't even aware that Bill does exist in this dimension." Brainiac smirked to himself.

"The plan is working perfectly." said a voice as the Eye of Xana appeared in the air.

"Well at least something will keep him occupied." Fine replied.

-----------------------------------------------------------------------------------------------------------------------

Aelita was still in her home on her knees crying. Ulrich and Yumi walked in the house and walked towards the pink haired girl.

"I'm the only one left. Jeremy and Bill are both gone." Aelita cried.

"Aelita, we're still not sure Bill is gone." said Yumi putting a hand on Aelita's shoulder.

"If he was still alive why hasn't he come back yet?" asked Aelita.

"He probably has a good reason." said Ulrich.

------------------------------------------------------------------------------------------------------------------------

Bill followed the figure to the Forest Sector. The fireball returned to normal to run after the figure on foot.

"What is he running from? The only person who can see me is Brainiac." said Bill running after the figure.

The figure appeared in front of a tree. He had black hair, a body suit with blue and red flames on it and a sword on his side. He began to turn to face Bill.

"_Hey, Bill_**." **the figure smiled looking into Bill's eyes.

"Your me." Bill replied drawing his sword.

"_I'm your darker half."_ the evil Bill stated.

"What do you want?" asked Bill backing up.

"_To destroy you like Brainiac wants to." _the Bill clone smirked.

"Brainiac won't destroy me." said Bill.

"_Then destroy me." _ordered the clone.

Bill pointed his sword at his evil clone. The evil Bill smiled back at the good one. The true Lyoko Warrior swung his sword at the evil clone, who jumped backwards. Evil Bill swung his sword connecting with Bill's.

"You can't win." Bill replied pulling his sword back to swing again.

---------------------------------------------------------------------------------------------------------------------

Odd was hiding in an alley from Xana's robots. They were all over the streets in the city. Odd peeked out from around a corner.

"I can't believe all of this happened because of Bill's choice." said Odd seeing the robots walk around.

"And it's all my doing." a voice said as a man appeared behind Odd.

"Brainiac." Odd replied turning around to see the machine.

"Yes, Mr. Della Robbia." Brainiac stated with a grin.

"What do you want?" asked Odd staggering back.

"Death to the Lyoko Warriors." Fine replied.

"We'll find a way to stop you." replied Odd.

-------------------------------------------------------------------------------------------------------------------------

Back on Lyoko Bill continued to fight evil Bill with no one in their way. The good Lyoko Warrior stood his ground against the Xanaified one.

"I never realized how strong I was until now." Bill said blocking attacks from his evil clone.

"_And that's why you will never beat me_." the clone replied.

"I have to if it's the last thing I do." Bill replied charging his sword. "Sword Slice!"

"_Got you!" _the clone smirked attempting to blocking Bill's attack.

Before the clone blocked it, Bill pulled back and swung right through the clone de-virtualizing him. Bill put his sword back on his side.

"Standby for delayed de-virtualization." Bill said de-virtualizing back to Earth.

Bill fell out of the scanner onto his knees. He slowly got back to his feet walking towards the elevator. Bill took it back up to the Computer Lab. When Bill walked into the room he saw Odd standing there staring at him.

"Why did you let him stay alive and take over the world?" Odd asked looking into Bill's eyes.

"Odd, you of all people know I can't kill anyone." Bill replied.

"I am not anyone. I am the Brain InterActive Construct." laughed Brainiac appearing behind Bill.

"Bow before him." ordered Odd.

"You shall die!" Brainiac said grabbing Bill by his neck.

_________________________________________________________________________________

**A/N: Sorry it took so long to update.**


	23. No Awakening

**Disclaimer: I do not own Code Lyoko, anything in the DC Universe or the song light it up.**

**Guest Starring: Brainiac**

**No Awakening**

Brainiac had Bill by his neck as Odd watched. Bill struggled to get free from Brainiac's grasp.

"I finally get to kill one of the strongest Lyoko Warriors in the world." Fine laughed squeezing harder on Bill's neck.

Bill's eyes started glowing green then changed to black. "Let go of me!" he yelled. "Now!"

Brainiac felt his grip getting looser but didn't know why. Milton Fine began to feel weaker letting Bill go, finally.

"What's happening to me?" Brainiac asked.

"Apparently you don't know who I am." replied Bill smirking.

"Who are you?" asked the Brain InterActive Construct.

"I am the Brain of Lyoko and as long as Lyoko is around I can't die." Bill explained as Brainiac swung for a punch, which Bill caught and punched him back knocking Fine through the elevator making it collapse.

Hey, I wanna taste

You're a black heart devil

And I can't explain why I wait

For your face…

"Bill, what's going on here?" Odd asked realizing where he was.

"Brainiac was controlling you. I stopped it." Bill explained

"We got to stop Xana's army and find the others." said Odd.

"If Brainiac's destroyed then everything will be saved." replied Bill.

"Then let's get the others so we can stop him." added Odd as the two climbed up the ladder.

You're a hotel lover

On the back end deal of this race

Every night she seems to change her name

Doesn't matter who you really are

At Aelita's house Aelita, Yumi and Ulrich stood around waiting in the living room.

"We have to call William, Nova and Odd to get them to meet us here." said Ulrich sitting on the couch.

"If we have them here we'll have a better chance at defeating them." replied Aelita.

"I'm on it." said Yumi pulling her cell phone out.

Back room where we sip champagne

I can never seem to get enough

I ignite so hold on

William and Nova were running down the street from Xana's robots. The blonde haired girl had never ran so fast in her life.

"William, I'm getting tired." Nova said getting out of breath but was keeping up with the older boy.

"Just keep running, Nova. We are almost there." replied William turning his head to make sure Nova was still there with him.

"Okay." Nova nodded in reply.

Cause we're a about to light it up

It's on tonight so hold on

Cause we're about to

About to light it up

Bill and Odd reached the house before Aelita, Ulrich and Yumi could get a hold of them. Odd opened the door up as the two walked in. yumi, Ulrich and Aelita turned towards the door to see the purple wearing boy and Bill walk in.

"Bill?" the three confused teens said at the same time.

"I'm not really here." said Bill getting even more confused looks from the others.

"What do you mean?" asked Aelita walking towards her son.

"I am in a dream world. Inside this world I must defeat Brainiac in order to get free." Bill explained as Aelita, Ulrich, Yumi and Odd nodded saying they understood.

Hey there's no mistake

Cause I'm a hard time sinner

With a bullet to waste

And I'll break these chains

William and Nova arrived at Aelita's house to see Aelita, Ulrich, Odd, Yumi and Bill standing in the living room. Nova saw the black haired boy which caused her to run and cry towards him.

"How are you still alive?" the out of breath crying blonde haired girl asked.

"It's a long story. Just be glad he's here." said Ulrich.

"I've missed you." Nova said looking into Bill's eyes.

"I missed you, too." Bill replied.

And hit the cluehouse running

With the money to play

I got the whiskey running through my veins

So cut me open add the fuel to the fire

"Let's get to the factory, so we can finish this." said Aelita as they began heading for the door.

"Stop right there." a voice ordered.

The lyoko Warriors turned around to see the Brain InterActive Construct standing in the room. Bill stepped in front of the others. Brainiac smirked at the boy.

"Xana will rule." Milton Fine laughed.

"I don't think so." Bill replied making fists.

Your daddy tells you not to play my game

But what I'm selling baby she can't deny

I ignite so hold on

Cause we're about to light it up

"Everyone! Go!" Bill ordered as Brainiac punched him, Bill caught the punch and kicked Brainiac with a roundhouse kick.

"Good luck." Nova wished as they left Bill with Brainiac.

Brainiac slowly got back up after the roundhouse kick to the face. "That wasn't very nice." he laughed.

"I never claimed to be nice." Bill replied smirking at the machine.

It's on tonight so hold on

Cause we're about to

I ignite so hold on

Cause we're about to light it up

"You're a sad boy. The fact that I've let you live this long is hilarious." Brainiac smiled.

"The fact that I consider you a threat is hilarious." Bill laughed.

Brainiac swung his fist at Bill, who moved to the side and punched Brainiac in his face knocking him through the wall.

It keeps calling my name

I can turn it away

We gotta pay to play

Your daddy tells you not to play my game

Ulrich, Odd, Yumi, Aelita, William and Nova arrived at the factory. They took the elevator down to the Computer Lab. Once the elevator opened up Aelita rushed over to the supercomputer and sat down in the chair.

"If I hack into Sector 5 like Jeremy taught me then I might be able to shut down the robots." explained the pink haired girl.

"Jeremy taught you how to hack into Sector 5?" said a surprised Yumi.

"Yup." replied Aelita.

"Well, what do you know. Einstein comes through again." said Odd laughing.

"I guess it's a good thing he was the genius of the group." added Ulrich crossing his arms.

"I got in." informed Aelita making the others pay attention.

"That's good." replied William.

"Hurry, Aelita. So, Bill can defeat the Brain InterActive Construct." stated an impatient Nova.

"Here we go." said Aelita. "Robot shut down."

But what I'm selling baby she can't deny

I ignite so hold on

Cause we're about to light it up

It's on tonight so hold on

Cause we're about to

Brainiac rose from a pile of rubble to see Xana's robots on the ground not moving. Bill walked up to the grounded Brain InterActive Construct and saw an electrical cord.

"Looks like the end of the line for you, Brainiac." smiled Bill grabbing the electrical cord.

"Just because you can beat me doesn't mean you can beat Xana." Brainiac replied.

"Oh well." said Bill stabbing Brainiac in the chest with the cord electrocuting the machine until he exploded causing a bright flash.

I ignite so hold on

Cause we're about to light it up

It's on tonight so hold on

Cause we're about to light it up

______________________________________________________________________________________

**A/N: Looks like Bill got rid of Brainiac in this alternate universe. But in the real world can the Lyoko Warriors stop Xana and his allies? Until next update. Please Review.**


	24. Wake Up

**Disclaimer: I do not own Code Lyoko or anything in the DC Universe.**

**Guest Starring: Jor-El, Lex Luthor, Lionel Luthor and Oliver Queen**

**Thanks to everyone who's reviewed.**

**Wake Up**

Bill was floating in a huge realm of light with no one else around. He looked in all directions for a way out.

"A job well done, Bill. The Brain InterActive Construct is gone from your mind. You are free and Lex, will never remember his trip to Lyoko." Jor-El explained.

"What will happen now?" asked Bill.

"Everyone will return to Earth." Jor-El answered as the light flashed and everyone was in Jeremy's room.

"What happened?" asked Odd looking around.

"I fought Brainiac inside my own mind and defeated him for good." explained Bill..

"So, that's what that was all about on Lyoko." Jeremy said turning around to face the others in his chair.

"Yes." Bill nodded.

"I'm glad your okay." said Nova hugging Bill.

"Thanks to me I unlocked your mind so you could fight Brainiac." said Nicole.

"It's good to know you can see on Lyoko." replied Yumi.

"Bill, can I talk to you alone?" asked William.

"Of course." Bill replied as the two boys left the room.

"I think the real Bill is finally back." said Aelita making the others nod.

------------------------------------------------------------------------------------------------------------------------

Bill and William had gone to their dorm room to talk privately. William sat on his bed as Bill stood against the wall.

"So, what is it you wanted to talk about, William?" asked Bill crossing his arms.

"We're best friends right?" said William.

"Yeah, why?" Bill replied confused.

"Well, if we are then how come when you find out information you don't tell me. Instead you go off by yourself." said an unhappy William.

"Sorry, William. You know me. I don't like my friends to get hurt." explained Bill. "I'll tell you what. I have to take care of something and then both of us will go to the factory."

"Deal." William agreed.

"Okay, I'll be calling you later." said Bill walking out of the room.

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In Metropolis at LuthorCorp Lex Luthor was back in his office. The body of Hayata Ishiyama still laid on the floor.

"This poor creature. Security, dispose of him." ordered Lex.

Lex's laptop turned on showing the Eye of Xana. Mr. Luthor sat down to face it. Lex looked directly into it's Eye.

"It's just you and me, Lex." Xana explained.

"Milton Fine failed." said Lex. "And the fact that you haven't gotten rid of anybody means you have failed, too."

"I never fail." Xana replied in a growl.

"Well, you have." Lex retorted. "And I'm the only one who hasn't right now."

"A foolish mortal who can easily die. It's not smart to make enemies with someone who can kill you." laughed Xana.

"Trust me. No one kills me. I'm Lex Luthor." Lex replied with his own laugh.

"That's what you think." Xana stated before the Eye of Xana disappeared from the laptop.

---------------------------------------------------------------------------------------------------------------------

Bill was on top of a roof standing on the edge of the building. One foot up on the side as he gazed into the nighttime stars. His phone was against his ear.

"Thanks, Oliver. If it wasn't for you I don't know what would of happened to me." said Bill.

"It's cool. It's been interesting meeting you and your friends and family." replied Oliver.

"And you guys have saved us on more than one occasion." stated Bill.

"Don't worry we'll be there whenever you need us." said Oliver. "See ya, later." he added before hanging up.

Bill put his phone away and turned around to see the Rolossus standing there. The goo of the creature began to disappear revealing Rob.

"You only save me when I'm possessed." stated Bill. "What's going on inside your head?"

"Truthfully, I don't know anymore. Being combined with the Kolossus I've lost judgment." answered Rob.

"Well, one of these times, one of us will be killed." replied Bill.

"I want to be good but there is two sides to me. The evil side I've lived for so long and the good side I've lived only a little while." said Rob.

"Then only do the things you believe are good." Bill declared. "You were once like a brother to me. I want you to come back."  
"I will when the time is right." said Rob.

"What do you mean?" asked Bill confused.

"You've unlocked the Fortress of Lyoko by your crystal but now that it's released something terrible is in motion." Rob replied before turning back into the Rolossus and jumping off the building.

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Ulrich and Odd were in their dorm room with Yumi and Nova. The four sat on the beds. Ulrich and Yumi on Ulrich's and Odd and Nova on Odd's.

"Wonder what William and Bill talked about?" said Nova.

"They are best friends. It's probably friend stuff." replied Ulrich.

"We're their friends." said Nova.

"They haven't had time to hang around in awhile. Don't worry about what they'll say to each other." said Yumi.

Ulrich's phone rang. He answered. "Hello."

"It's Jeremy. I just received some bad news." the boy genius explained.

"Hayata Ishiyama is dead." replied Jeremy.

"Oh." said a stunned Ulrich.

"What is it, Ulrich?" asked Nova.

"Your father-" Ulrich said slowly. "-he's dead."

Nova stared into Ulrich's eyes as she began drying. Yumi ran over to comfort her cousin.

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Aelita was outside Kadic Academy by herself. The pink haired girl sat on the steps. She looked down towards the grass.

"What's wrong, Ms. Stones?" the voice of Lionel Luthor asked.

"Oh, nothing." Aelita replied.

"Thinking about how much longer all of you have to live." said Lionel.

"We will live forever." proclaimed Aelita.

"Sure." Lionel laughed before walking away.

---------------------------------------------------------------------------------------------------------------------------

Bill was virtualized into the Ice Sector inside the Fortress of Lyoko. He landed right in the center of the Fortress.

"What's going to happen with the Fortress that it's going to be terrible?" Bill asked in an ordering tone.

"Bill, it's nothing to worry about." answered the voice of Franz Hopper.

"Yes, he is right. But an ally of mine will assist you." added Jor-El.

"Fine." Bill replied as he was de-virtualized.

____________________________________________________________________________________

**A/N: I'm back and I finally have a new chapter. I've been lazy to finish putting this up but now I'm going to complete it. So please Review and tell me if you like it so far.**


	25. Manhunter

**Disclaimer: I do not own Code Lyoko or the song in this chapter, Alter Bridge does nor do I own anything in the DC Universe.**

**Guest Starring: Martian Manhunter**

**ManHunter**

The wind is blowing cold

Have we lost our way tonight?

Have we lost our hopes to sorrow?

Jeremy was in his room on his laptop doing research on the Fortress of Lyoko. The boy genius typed as quickly as possible to get information on the new Ice Castle.

"I need to know exactly what this Fortress is." said Jeremy as he continued to type.

"Then I'm the one to speak to." a voice stated causing Jeremy to turn around.

"Who are you?" the boy genius asked.

"An ally. A friend of Kal-El or as you know him as Clark Kent." explained the African American man with a dark purple shirt, pants and trench coat with a green belt.

"You know what the Fortress of Lyoko is." said an amazed Jeremy.

"Yes." the man nodded.

Feels like were all alone

Running further from what's right

And there are no more heroes to follow

Nova had gone back to her dorm room. The blonde was alone even though she had just learned of the death of her father. Nova laid face first on her bed crying.

"I never ever got to say goodbye." Nova cried to herself.

"And I never got to say goodbye to the rest of you." a voice from within replied.

"Who's there?" Nova asked startled after hearing the voice.

"_I'm you. Or a part of you." _the voice explained.

"Project Nova." the good blonde said. "Why am I not surprised?"

"_They destroyed me. I want revenge and you're the only way I can get it_." B-Nova declared.

"Who destroyed you?" Nova asked her evil counterpart.

"_Xana, Brainiac and Bizarro." _B-Nova replied. "_And since two out of three are gone, it leaves Xana left."_

So what are we becoming?

Where did we go wrong?

Bill was sitting in the Computer Lab at the factory. The black haired boy wearing a red shirt and black jacket sat in the Computer chair. He was thinking of old past times.

**Flashback…**

There was an old abandoned looking cottage in the Alps. Inside was a young pink haired girl and a tall pink haired woman. The woman played on the floor with the young girl.

An older looking man with a beard and a young looking boy came from downstairs and into the living room. The boy looked down at the young girl with a smile on his face.

"Grandpa, I will always protect her." the boy stated.

"It's nice that you want her to be protected but you can't always be around." Franz Hopper replied.

"How can you be so sure? I'm not a normal human." said Bill crossing his arms.

"The powers you possess are far stronger then Xana was ever created to be." Franz stated. "Too strong that if you use your full potential, you could lose yourself to them."

"Is that why you created that thing?" Bill asked.

"Yes." Hopper nodded. "And that's why I created the others."

Yeah, Yeah

I want to Rise Today and

Change this World

The pink haired women stood up to face her husband and the boy. She looked into the boy's eyes and then glared at her husband.

"You turned our grandson from the future into on of them." she said outraged.

"No, my dear. I just took his DNA for another project." Hopper replied.

"You and your projects. I'll never fully understand." she said before grabbing the young girl and walking out of the room.

Yeah, Yeah

Oh won't you Rise Today and

Change this World

The boy turned towards his Grandfather. "Why don't you tell her the truth?"

"Because if I do then she could give the information to them that could get me arrested." Hopper explained.

"Who's them?" the boy wondered staring at his Grandfather.

"The Men in Black." Hopper stated.

**END Flashback…**

The sun is beating down

Are we ever gonna change

Can we stop the blood from running?

Bill continued to go through files on the supercomputer. Some of the files he wanted to look at were locked so not even he or Jeremy could get to them.

"It's almost time for the truth to be revealed." he said to himself.

Our time is running out

Hope we find a better way

Before we find we're left with nothing

In the dorms of Kadic Academy the students all lay asleep in their beds in their rooms. One student in particular, Aelita was sleeping like a baby. She was having a dream…

**Dream…**

Aelita was in her room in the Hermitage sitting on her bed as a little girl. A black haired boy walked into her room and sat next to her on the bed.

"Hey." he smiled.

"Hi." Aelita giggled back with a smile.

"I will always look after you." the boy assured putting a hand on her shoulder.

**End of Dream…**

For every life that's taken

So much is wasted

The virtual world of Lyoko was quiet, especially in the vows of Sector 5, the home of Xana. Sitting in the Core of the Chamber of Lyoko was Xana's Dark Knight. He sat facing the orb in the center of the Chamber.

"So much has happened over the last several years." he thought to himself.

A black smoke surrounded the Knight. He looked around at it hoping it wasn't what he thought it was/

"And so much has yet to be revealed." the smoke replied.

"There's so much that not even I know." Rob responded standing up.

"Only they know." the smoke said before disappearing.

Yeah, Yeah

So won't you Rise Today and

Change this World?

William was heading towards the factory to meet up with Bill, who called him to the factory. Dunbar was on the bridge outside the factory. He slid down the rope and ran to the elevator. The shaggy haired teen took it down to the Computer Lab.

Bill turned towards the elevator to see William walk out. There was a slight smile on Bill's face for his friend.

"So, what did you find out?" asked William.

"It's not what I found out, it's what I know." Bill replied.

This world

Only love can set it right

This world if only peace would never die

"I know a lot, too." a voice proclaimed.

William and Bill turned towards the voice to see the man in purple with a green belt standing there. They watched as his eyes glowed red.

"Who are you?" asked Bill standing up.

"I am the Martian Manhunter or you can call me, John Jones." the man revealed.

"So, what do you know?" William asked looking at the being.

"I know that the Fortress of Lyoko was created as a control device. If it is destroyed it will unleash a terrible evil more powerful then Xana." John Jones stated.

Seems to me that we've got each other wrong

Was the enemy just your brother all along?

"But, how can it be destroyed since it's on Lyoko?" asked a confused Bill.

"There was a powerful crystal created by Franz Hopper. It was sent away, hidden on Earth on Earth. If it falls into the wrong hands not just the Fortress, but Lyoko can be destroyed as well." the Martian Manhunter explained.

Yeah, Yeah

Oh won't you Rise Today and

Change this World?

"I guess I'm going to have to find it and make sure that doesn't happen." replied Bill.

"And you have to make sure that Lex Luthor doesn't get a hold of it. If he does he'll kill you." stated John Jones.


	26. How to go on a Quest Part 1

**Disclaimer: I do not own Code Lyoko or anything in the DC Universe.**

**Guest Starring: Lex Luthor, Green Arrow, Impulse, Black Canary, Aquaman, Cyborg and Lionel Luthor.**

**How to go on a Quest Part 1**

Nova, the blonde haired cousin of Yumi Ishiyama was out and about with their new friend Nicole. Nicole, who was blind was being helped around by the blonde haired girl.

"So, your close with Bill." the brunette haired girl said.

"Yes." Nova replied. "We're very close or at least we were."

"What do you mean, were?" asked Nicole.

"We've gotten kind of distant lately." Nova said sighing.

""Maybe you should re-confess your feelings for him." stated Nicole.

"I should." Nova said confused.

_No, you shouldn't._ she argued with herself.

"See what he says after that." Nicole added.

Why shouldn't I re-confess? Nova asked herself.

_Trust me. You'll regret it. _the evil Nova within replied.

-----------------------------------------------------------------------------------------------------------------------

Lex Luthor, the owner of LuthorCorp sat at his estate in his office. He was on his laptop checking progress on his LuthorCorp experiments when a new file popped up.

"What's this?" Lex asked looking at it.

"Open it." a voice ordered.

Lex did as told and opened it up. "Whoa." he said amazed.

"Go after it, Lex. It will bring you the power you desire." the voice proclaimed.

"Where is it?" Lex asked.

A map appeared on his laptop to show Lex, where to go. Lex smiled at where the map showed him to go. He shut down the laptop and picked up his cell phone.

"Get the jet ready. I'm going out." Lex ordered.

------------------------------------------------------------------------------------------------------------------------

Somewhere in India at a 33.1 Lab was Green Arrow, Impulse, Aquaman, Cyborg and Black Canary infiltrating it. The gang was scattered around the building doing their own thing.

"Alright, guys. I'm in the main computer room." stated Green Arrow.

"I'll be there as soon as I can." replied Cyborg.

Green Arrow's headset began ringing in his ear. "Go head."

"Oliver." the voice on the other end replied.

"Spark, what is it?" the green leather wearing man asked.

"I need a favor." Bill said.

"Okay." said Green Arrow.

"Can you give me a ride to the U.S.?" asked Bill.

"Yeah, I'll be there shortly." replied Oliver.

---------------------------------------------------------------------------------------------------------------------------

Where Bill was, he sat by himself he knew Oliver Queen wouldn't let him down. Bill did not notice that there was a figure behind him.

"Hello, son." Lionel said startling Bill.

"Lionel, I didn't expect you." the black haired boy replied.

"It's okay. I originally wasn't going to make this trip." stated Lionel.

"So, what do I owe this pleasure?" asked Bill.

"It's about you." said the elder Luthor.

"Really. What about me?" said a curious Bill.

Lionel had his hand in his pocket. "I know this can kill you." he explained pulling out an orb out of his pocket. "And I'm sorry. I need to take you somewhere you don't want to go." Lionel added as Bill dropped to his knees.

"Lionel, why are you doing this?" Bill asked as Lionel started carrying him to his limo.

----------------------------------------------------------------------------------------------------------------------

William was back in his dorm room. It was afternoon so he knew he wouldn't be bothered. There was two weeks left of school.

"I always thought that Bill could only die if Lyoko was destroyed." he thought to himself.

"_Bill must die." _a voice said inside William's head.

"Who's there?" William asked looking around.

"_You can't even tell when your talking to yourself, can you?" _the voice stated.

"What?" a confused William said as a spirit version of himself appeared before him only in it's eyes was the Eye of Xana.

---------------------------------------------------------------------------------------------------------------------------

Jeremy was in the Computer Lab at the factory on the supercomputer searching through Franz Hopper's files. The room began to fill with smoke. The boy genius turned around to see a person he never thought he'd see.

"Did you miss me?" the man asked smiling.

"Hayata Ishiyama, but how?" Jeremy asked shocked.

"With this golden ring around my neck I can't die." Hayata explained.

"Maybe you can help. I know what the Fortress of Lyoko was created for but I want to know the rest of the story." said Jeremy.

"And you figured because I worked with Franz Hopper that I would tell you." replied a laughing Hayata. "Ask your son."

"Bill? But what would he know about that?" replied Jeremy.

"You forget, he was brought back from the future and worked with Franz Hopper as much as I did." stated Hayata. "Aelita might even know about it."

-------------------------------------------------------------------------------------------------------------------------

William stared into the Xanaified eyes of his evil shadow. He moved into a fighting position. His evil self began laughing uncontrollably.

"_You can't defeat what you've created." _the evil William stated.

"What I've created?" William said confused.

"_During your first trip to Lyoko when Xana possessed you, you created me." _the evil shaggy haired boy explained. "_With all the evil things we've done, you've made me stronger."_

"Why are you here now?" asked William.

"_To help you. You need my help to stop all of this_." the dark William revealed.

}No, I never asked for, needed or want your help!" William screamed. "Get out of my head!" he added as his evil self disappeared.

---------------------------------------------------------------------------------------------------------------------

Green Arrow's team was on their jet on their way to France to pick up Bill not knowing Lionel Luthor kidnapped him.

"Where exactly are we taking, Bill?" asked Impulse.

"All I know is he said United States." replied Green Arrow.

"So, are we gonna have him suited up?" asked Black Canary.

"To protect his identity we will." stated the green leather wearing superhero.

"Can't wait to see our buddy." said Cyborg.

------------------------------------------------------------------------------------------------------------------------

Lex Luthor was on his jet heading in the direction of his quest. His search for the orb that can destroy Bill was about to begin.

"I will not only find out the answers I want but I will get rid of my enemies as well." Luthor said making a fist.

"If you get a hold of the orb, you will destroy your biggest threat." a voice stated.

"From now on my goal is to destroy my biggest threat…" said Lex. "…Bill."

"Then I will be free to take over the world." the voice laughed.

---------------------------------------------------------------------------------------------------------------------------------

Over back at Kadic Academy Jeremy Belpois was on his laptop. The boy genius was scanning the Fortress of Lyoko for any amount of data he could find.

"Have you found anything?" a voice asked.

Jeremy turned around. "No, all the data is being blocked from being scanned." the boy replied to Rob, who was standing in front of the door.

"When all of this was created by Franz Hopper, he made a bunch of firewalls to protect his data." explained Rob.

"That explains why I haven't got any data." replied Jeremy.

"Luckily any information on the Fortress of Lyoko can be found in the Hermitage." Rob stated shocking Jeremy.

"Do you know exactly where at?" Jeremy asked standing up.

"Sorry, I don't." Rob shook his head.

"How come sometimes you help us and others your against us?" the boy genius asked.

"It's a confusing story. One that I hope I won't be around much longer for you to find out." Rob replied walking out.


	27. How to go on a Quest Part 2

**Disclaimer: I do not own Code Lyoko, the song in this chapter Hunt You Down by Saliva or anything in the DC Comics Universe.**

**Guest Starring: Lex Luthor, Kara Kent Green Arrow, Impulse, Cyborg, Aquaman, Black Canary and Lionel Luthor**

**How to Go on a Quest Part 2**

Lionel Luthor had kidnapped Bill and took him onto his own personal jet. Bill was in pain on the ground from the orb of power that Lionel Luthor had out in his hands before they left Kadic. Lionel was staring at Bill like he was feeling sorry for the boy and sorry that it had to come to this. The world's of the Luthor's, the Justice League and the Lyoko Warrior's all rested on the defeat of Bill and Xana or so Lionel thought.

"Please." Bill said grasping to move and speak. "Don't do this, Mr. Luthor. You're making a grave mistake."

"I'm sorry, son. I am the oracle of Jor-El, the father of Clark Kent from Krypton. He has told me that I must rid the world of you to save us all." Lionel replied giving Bill a sad look. "I wish there was another way to do this."

Inside Bill's head a vision was forming. He was in a world of all light of which he could not even see the end of. An outline of Franz Hopper began to form. Bill's eyes opened wide at the sight of his Grandfather in his head. He could not believe what he was seeing. He only saw and heard him in the Fortress of Lyoko.

"Bill, you must use your hidden powers against Mr. Luthor. It is the only way to get out of this mess and then find the crystal that powers the Fortress of Lyoko before Lex does." Franz announced.

"But I can't use my powers. I'll kill Lionel. You know that I can not kill another person." Bill argued with his Grandfather.

"It is the only way to save the worlds of Lyoko and Earth, my child." Hopper explained. "You may not be able to control your powers but you have to trust me."

"Okay." Bill nodded as he woke up from his comatose state to control Lionel.

Lionel was stunned as Bill rose to his feet even with the power of the orb in the room. Bill's eyes turned completely black and electricity started to form around him. Bill took Lionel Luthor by his neck and began to release his dark energy upon the billionaire. Lionel was now frightened by Bill's unbelievable strength emanating from his body.

"Please, Bill." Lionel pleaded fearing for his life. "Don't do something your going to regret."

"Why would I regret killing you?" Bill questioned as the room filled with light and the entire plane exploded from the magnitude of Bill's powers.

Jeremy was at the Hermitage going through the various books in Franz Hopper's room hoping to find information on the Fortress of Lyoko. Jeremy had been told by the Dark Warrior known as Rob that information could be found somewhere in the house. Jeremy found nothing upstairs and finally decided to check down in the hidden lab under the house in the basement.

"Hopefully, I can find the stuff in here." Jeremy said to himself as he reached the bottom of the steps.

When Jeremy reached the Laboratory in the basement of the Hermitage, Franz Hopper appeared on the computer screen with an unhappy look. "I'm afraid I can't let you look in here Jeremy."

"Why not?" Jeremy asked curiously.

"It is not for your knowledge to know what lies in these computer files." Hopper answered. "Bill knows what must be done in order to defeat Xana."

"Fine." Jeremy said giving up.

Lex Luthor was at a temple in the middle of nowhere in Death Valley, California in the United States. Lex was on a mission for the crystal, the one that he knew could destroy Bill once and for all. If Lex got rid of Bill then Xana had told him that he could get rid of his enemies led by the Green Arrow as well.

"Where is it?" Lex asked hoping Xana would answer him.

"_In the wall behind the picture_." Xana answered Lex.

Lex walked over to the other side of the temple and removed the picture on the wall. Behind the picture was a white crystal. The billionaire owner of LuthorCorp grabbed it and smiled at the power it gave him just by having it in his possession.

"So, this is the almighty crystal?" Lex questioned Xana.

"_Yes."_ Xana replied. "_Now go to Hayata Ishiyama's Lab. This is something there I want you to do_."

"Of course." Lex agreed walking out of the temple with the crystal.

Nova, and Aelita were sitting in Nova's dorm room hanging around since everyone else was off doing their own thing. The two had become good friends over the past year that they had known each other. With Nova saving Aelita's life the first time she met the Lyoko Warriors by deactivating a tower from Xana.

"He's been hurt by Xana." Nova announced quietly startling Aelita from thinking.

"Who has?" the pink haired girl asked realizing what Nova had said.

Bill." Nova whispered.

"How?" Aelita wondered.

"I do not know." answered Nova.

"Let's go. We'll go to Lyoko and check it out. Maybe we can defeat Rob while we are at it." Aelita ordered as Nova nodded and the two set off to go to the factory.

Green Arrow's teams Jet was heading over to France to pick up Bill to take him to the United States when they came across a huge steam of smoke emanating from a wrecked plane. Oliver told his pilot to drop down so they could see if there were any survivors of the accident. After the plane lowered to the ground, Green Arrow, Cyborg, Impulse, Aquaman and the Black Canary went out to check.

"Help." A weak voice called.

The five of them searched for the sound of the weak voice that they had recognized. Cyborg with his strength threw the rubble out of the way so they could find the injured person. As they did find him, they were right thinking about who it was. It was Bill and his face was burned from the explosion of the jet. Green Arrow picked up his body and they rushed him onto the jet to take off and get him the help he needed.

Aelita and Nova got to the factory and went down into the computer lab so Aelita could set up the delayed virtualization process. She set it for sixty seconds then they went down to be virtualized into the Ice Sector. The scanners closed and the pink haired elf and the white furry cat appeared in the Mountain Sector. They were surprised to be there because the last time they were there, Nova and Bill fought each other as it was being deleted.

"How is the Mountain Sector back?" asked Nova looking at Aelita.

"I have no idea." answered the pink haired elf shrugging. Then she saw a shadow far away standing on top of a tower in the middle of the sector.

I am the master of this game and everybody knows my name

And I will gladly make you see

That you should not have messed with me

But you have thrown the gauntlet down

Rob, the Dark Knight of Xana was standing on top of the tower with his arms crossed and his spear in his hand. Aelita and Nova ran towards him to finally confront him as they knew Bill was in some sort of accident. The pink haired elf and white furry cat stopped right below the tower so they could see Rob's face which was horribly scarred for some reason.

"_Hello, Aelia, Nova. Nice of you to join me." _the evil warrior laughed at the arrival of the two girls.

On the only one who wears the crown

So I will gladly hunt you down

And I'm gonna stomp you into the ground

Any of you know it's true

"What happened to your face?" asked Nova looking at Rob's scarred face.

"_Haha. I'm surprised that Aelita doesn't know the answer of this question." _Rob answered the white furry cat.

"So it is true." Aelita whispered to herself. Nova did not even notice.

I'm just better than you

See the fear that's in your eyes

I'll make you realize it when

Oh yeah, here we go again

Bill had been taken to Oliver Queen's apartment in Metropolis and put in a recuperating tube so that he could rest and heal. Bill's face was scarred in the exact same spots as Rob's was. Oliver and his team were in the Watchtower portion of the building trying to get a hold of Jeremy to let him know about his son. Kara had come to Green Arrow's teams Watchtower to look and see if Bill was alright.

"I'm sorry I got in the way of you and Nova." Kara said as tears formed in her eyes from seeing Bill in this condition. "I should have never kissed you after I saved you that night when we first met."

Looks like we're on the floor again

Hell yeah here we go again

Cause I came here to win

I'll fight forever and I won't surrender and I will always

Back on Lyoko Rob stared down at the surface of the recreated Mountain Sector at Nova and Aelita. The two girls didn't know what exactly they would do if they had to go into battle with Rob since the rest of the gang was not there with them. Rob smirked as evil as possible at the two of them. Then a voice that made Aelita happy to hear could be heard.

"Aelita, Nova, are you two okay right now?" asked Jeremy now sitting at the supercomputer.

"Great now that I hear your voice, Jeremy. We are face to face with Rob and his face has scars all over it." Aelita replied. The boy genius was a little surprised but he thought he knew why. Especially after he now know about Bill.

Hunt you down

Next time you open your mouth up

You better be ready to back it up

You better talk to all your friends

"_The fact that you really don't know why I'm like this amuses me." _said Rob uncrossing his arms and moving them to his sides.

"Why are you like this?" asked Aelita looking at him.

"I don't know why he's like that but I do know why Bill's face is scarred. He was in a plane accident with Lionel Luthor. Lionel is dead but Bill is okay with the exception of the burns." explained Jeremy now seeing Rob's face on the supercomputer.

"_The reason I'm like this is because Bill and I are…" _Rob began as he jumped down to Nova and Aelita.

I bet you won't do this again

Cause when you chose to raise your hand

That's when a boy messed with a man

And I will hunt you down my friend

"…one and the same." Bill finished as he opened his eyes in front of Kara. Bill's eyes filled with the same power that happened when he was confronted by Lionel Luthor in the jet. He began to glow causing Oliver Queen's entire apartment to explode from Bill's awesome powers that made Lionel's jet explode.

And I'm gonna tear you limb from limb

**A/N: I'm back with another installment of this story. Yes I will be finishing this story within the next month so if you like this story you'll want to continue reading for the explosive ending. So everyone who's been reading this story Please Review and let me know if you would like me to write a third story in this series. Until Next Update.**


	28. An Explosive Ending

**Disclaimer: I do not own Code Lyoko or anything in the DC Comics Universe.**

**Guest Starring: Lex Luthor**

**An Explosive End**

Lex Luthor had arrived at a laboratory just a few miles away from Kadic Academy. He had been sent there by some unusual voice to go there and do something for it. Lex had gotten the crystal that unlocks the power of the Fortress of Lyoko. Bill was left for dead at the hands of Lex at the temple before he was saved by Green Arrow and his team. Lex Luthor walked into the Lab and went over to the control panel. He sat down in the chair and waited instructions.

"What do you want me to do?" asked Lex sitting at the computer.

"_Go into the files and you will know what to do." _the voice announced to Lex who began typing at the computer.

"Why do I always have to be involved in these things?" Lex asked himself. A few more commands were entered into the computer.

"_Soon nothing will stand in our way."_ the voice growled at Lex as he entered in a few more codes. "_Thank you, Mr. Luthor."_

The computer began to boot up quickly like it was going to produce something. Lex noticed that there was a Scanner in the room that closed up and was on full power. He had not realized what he had just done. He had unleashed the most evil thing ever created besides Xana. The next most evil program that could possibly be released by anyone on the planet.

"Lex!" yelled a surprising voice. "What have you done?"

Lex turned around to face where the voice had come from and was surprised at what he saw. "Bill, but how are you still alive?"

"That doesn't matter. You just released your own worst nightmare." Bill replied. His scars were still on his face from being burned by Lex in the temple.

"_He's right you know." _an evil voice proclaimed as B-Nova stepped through the scanner back into the real world.

"Only you would find a way to return." Bill retorted crossing his arms at B-Nova.

"What are you?" Lex questioned B-Nova as her face distorted and then returned to normal.

"_I'm Nova, only her complete evil opposite_." she answered with a sadistic smirk on her face.

"What have I done?" Lex asked himself looking at his hands.

"You released the only thing that can save you." B-Nova said walking towards Bill.

"Lex just do one good thing in your life and let me take it from here." Bill announced as he got into a fighting postion.

"_Sorry, not this time."_ B-Nova replied as she flew towards Bill tackling him threw the wall to the outside of the lab.

The two began fighting in the air before B-Nova punched Bill in the face and knocked him into the ground creating a huge dent in it. Bill shook it off and got back up but not before B-Nova landed in front of him totally unharmed. She had a huge smile on her face as she watched Bill stand up just as unharmed as her.

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Back on Lyoko, Rob had a giant smirk on his face after telling Aelita and Nova the truth about him and Bill. The two were clones, one and the same. Bill was the real one and Rob was the fake one. Nova couldn't believe it for one second that Rob and Bill were clones because of the way they acted so differently from one another. Aelita, on the other hand believed it but she didn't understand why she believed it.

"What's wrong mother? You don't look shocked." Rob declared staring into Aelita's eyes.

"I don't care if you are Bill's clone, you're still not my son." Aelita replied as an Energy Field formed in her hand.

"I wouldn't try that if I were you." Rob laughed. "If you kill me, you kill your son."

"Cat Claw!" Nova yelled as she tackled Rob with her claws swinging at his face. Rob defended by taking his spear and shoving it right through Nova's chest making her de-virtualize.

"Nova!" Aelita yelled as she watched her vanish. "Energy Field!" Aelita fired in Rob's direction causing him to fly off the side of the Sector.

"Aelita, I'm going to bring you back to Earth." announced Jeremy as he typed on the Supercomputer.

"Okay, Jeremy. I'll be waiting." Aelita stated waiting on Lyoko.

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Bill and B-Nova were trading blows with each other on Earth by Hayata Ishiyama's Laboratory. The two super forces kept knocking the other down to the ground. After a punch to the face, Bill went down and came back up with an uppercut to B-Nova's jaw knocking her up into the air and back down onto the ground. Bill stood there waiting anxiously as B-Nova got back to her feet.

"I thought you were tougher than this B-Nova." retorted Bill still in a fighting position in front of B-Nova.

"I am. I'm just letting you win." she laughed as her face distorted and returned to normal.

A bolt of thunder struck B-Nova in the side causing her to lose her balance and fall to the ground. Bill looked over and saw a girl with blue hair in a white and blue body suit standing just a few feet away. He was shocked to see this girl standing there and wondered why she would be there in the middle of a battle. Bill stared in her direction even as B-Nova got up again.

"What are you staring at?" the blue haired girl asked looking over to Bill. "Don't you have an evil computer program here you have to destroy?"

"Yeah, right." Bill nodded in agreement with the mysterious blue haired girl.

The blue haired girl started to form electricity in her hands as Bill's eyes turned back as electricity formed around him as well. B-Nova stared back and forth at both of them watching them emanate electricity from their bodies. She had no idea what Bill and this mysterious blue haired girl were doing.

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At the Factory Odd, Ulrich and Yumi had met up with Jeremy, Nova and Aelita in the Computer Lab. It was explained to the other three that Bill and Rob were one and the same, that they were clones. Odd, Ulrich and Yumi were shocked to hear this news of Rob's true identity. Jeremy turned back to the Supercomputer and noticed that Lyoko's energy was being drained, it was actually being drained from the Nightmare, Cloud and Island Sectors that had been created.

"What's this?" Jeremy asked curiously as the others crowded around him.

"Jeremy, someone is using Lyoko's power to power themselves up." replied Aelita right next to him in his chair.

"How do we stop it?" asked Ulrich crossing his arms. The rest of them wondered the same thing.

"No idea." answered Jeremy.

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B-Nova was ready to try to reflect Bill and the mysterious blue haired girl's attack on her at any moment. B-Nova had never faced a huge power like this. Not even Xana was this strong. Bill had a smirk on his face as he walked to stand next to the blue haired girl. B-Nova still couldn't figure out why he was smiling.

"Goodbye, B-Nova it was nice knowing you." Bill laughed at her. He looked toward the blue haired girl. "Ready?" She nodded.

The blue haired girl blasted her thunder-electricity at B-Nova, who caught it with her hands trying to block it. Bill added on to it with his own attack that made the attack even more powerful. B-Nova couldn't hold it back anymore and it pushed right through her causing her to disappear right in front of them. She no longer existed anywhere in the universe.

"Is it over now?" asked the blue haired girl standing there with Bill.

"Yes." Bill replied. "I do not sense her anymore."

"So we accomplished our goal." she stated. Bill nodded.

"But it's not over yet. One still remains and I have to deal with him." announced Bill as he frowned to his blue haired ally.

"I have faith in you that you can do it." the blue haired girl said handing Bill the crystal that could power the Fortress of Lyoko. Lex had dropped it before he left for Bill to take and stop Xana.

"Thank you." Bill said taking the crystal from his blue haired friend. "For everything."

"No, thank you." she smiled.

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**A/N: Finally a new chapter. There's only three left of this story. One villain is down and just really one to go. Hope you like. Please Review.**


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